The Shadows The Past Leaves
by The Conflicted Writer
Summary: Story of the Blanks story. A single normal day, a trip to a friend's home... it all turns sour as shadows from the past attack the present. To learn is the past's only use. The past cannot be changed, but the future can be rewritten.
1. Chapter 1

To my bronies, please enjoy. To everyone who's reading this because they came over from my other story...

I like ponies. The end.**  
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><p><strong>The Shadows the Past Leaves<strong>

**Chapter 1: It is Brightest before Dusk**

_In the earliest times of Equestria, so far back that the Princesses Celestia and Luna did not exist, the lands were not a place as anypony could understand. The world was chaos and there was no life to be found. All that existed was a darkness that reached out forever._

_From this darkness came the first beings to exist. They were the creators; the masters of all that lived. When they awakened to the darkness, they were appalled by its lack of color and decided to fill the darkness with their power. There were three of them, one for the three great powers in Equestria._

_Stone Pound was the strongest of the three, and from the darkness he made land and earth. With every step he made valleys and raised the hills and mountains. Yet he was patient and well tempered, so his earth teamed with raw life waiting for his care so that it could grow._

_Soar Eye was the fastest and lightest of the three. She made the sky and freedom that Stone Pound's earth needed to grow. She brought tears from clouds that they could drink and refresh with power. With her wings, she carved away the darkness so that life would have space to call its own._

_Single Breath was the wisest of the three and brought knowledge to what his two friends had made. It was a plan, a blueprint, and a way. Knowledge said things like how things would fall down, or how plants would grow. Knowledge allowed the land to work all on its own._

_And these three were not the last great masters. Others appeared amazed at the world they were blessed to see. Each brought a gift to the world to share with one another, to share with life. A master of fire, a master of light, a master of time, a master of sound, and many, many more. In this same way, Celestia and Luna were born and brought with them the gifts of the sun and the moon. All of these masters together created Equestria, and together they created life for all to have._

_The masters took pride in their work, but were divided on one issue. Some of them believed it was their duty to watch the land and control it, guiding it to where it would be safe from harm. Others thought that the world should be allowed to run free, that all living things should face life on their own. Others still wanted it to be that it was the inhabitants themselves who controlled the world, as it was their domain and not truly made for the Masters. No way could be decided on, so there was a compromise. Some Masters remained -some hidden and some in plain view- and kept watch over the world and intervened when needed. Others went back to the darkness to observe the ponies in their lives and be free. And some gave the ponies the power to manipulate the land so that they could guide their own fate._

_And, thus, Equestria was made._

_-tick-tock-tick-tock-_

Twilight closed the tarnished book with a satisfied smile. "So, what did you think Applebloom?"

Applebloom, for her part, scratched her head in thought. "Ah don't get it."

Twilight sighed in an exasperated sort of way. She had the same problem with Applejack. "Okay, what don't you get?"

The little filly thought for a moment, resting her elbows on the table provided. "Now don't get all twisted, Twi. It was a great story, jus' like Grandpappy would tell. But… Ah guess Ah jus' don't get it. What's the point?"

Twilight rolled her eyes. Just like Applejack. It ran in the family, as it were. "The point is in its history. The story is as old as some of the world's most ancient relics. And you can always learn a thing or two from the past."

Applebloom stuck her tongue out as Twilight turned to put the huge book back. These sessions with Twilight were a real waste of time, in Applebloom's modest opinion. She could be out Cutie Mark Crusading with her friends right now, but instead she was stuck in the library being lectured by Twilight as punishment for putting a hole in the side of the barn (though Applejack didn't admit that to Applebloom's face).

Time wasn't something Applebloom had a lot of to waste, and she was going to let everypony she could know that. "Who cares about musty old history? It didn't happen tah me, and it's never helped me with what Ah do now."

"That's not true," Twilight said as her horn glowed with the magic needed to put the book on a high shelf. "The past holds information, secrets, and knowledge ponies use to make their lives better."

"Oh yeah? Tell me somethin'."

"Well… magic research has advanced because we've learned from ponies in the past and how they did it."

Applebloom huffed and pointed a hoof at herself. "Earth pony."

"Oh, right." Twilight blushed as she felt her unicorn horn. "No magic. Okay, from history we understand where our culture came from. All our architecture evolved from what was made in the past. Our insulated buildings, our technology, our medicine-"

"Apple farmer. Most of that stuff doesn't exactly apply tah me." Applebloom bobbed her bow with a hoof, remembering the couple of times when she went over to a friend's house on a hot day to take advantage of the wondrous device known as an "air conditioner".

"Um… alright, old stories teach us about past mistakes, and we learn what worked and what didn't."

"Morals, schmorals. Ah never needed tah know how Nightmoon Mare was stuck on the moon fer a thousand years."

"Nightmare Moon."

"Whatever. 'Sides, that stuff is jus' stories. Filly Tales. Ah know you hate stuff that ain't true, Twi."

Twilight shook her head. "Even Filly Tales have something we can gleam from them. A lesson to learn."

"Oh really?" Applebloom scoffed. "And jus' what was Ah supposed to learn from _'How Equestria was Made'_?"

"That's what you're supposed to figure out," Twilight said with a smile. "In the story, Equestria wasn't made by just one being or even just three. Lots of great beings brought things to the world. So you could say that when a whole lot of ponies work together, something amazing happens."

Applebloom yawned. "Well, duh. Ah can't exactly lift a wall by mahself, now can Ah?"

"Okay, fine, I give up," Twilight said as she packed some books into a saddlebag. Applebloom noticed with some joy that it was a couple of books on herbs and plants. There was only one reason Twilight would be packing plant life books into a pack.

"So, we still goin' to Zecora's house later?" Applebloom asked, noticeably more chipper.

"Yep. Don't get too excited, though. We won't be staying for long."

"Yay!" Applebloom shouted with a jump. Twilight flinched at the sound. "Ah'll go get Applejack right now! Ah can't wait!" With that, the little filly threw her saddle pack on and bounded out the door away from the library.

"Don't forget your chores," Twilight called after her.

Applebloom's bounce slowed to a surprised trot. She completely forgot that stuff. Oh well. The sooner she got it done, the sooner she would get to go visit Zecora in her hut.

Now, what did she need to do today? Applebloom looked around at all the rustic buildings of Ponyville. Oh yeah, the boutique! She needed to get Granny's Smith's scarf from Sweetie Belle's sister. And then she needed to pick up Big Mac's clock from Mr. Whooves, and pick up Applejack's order of caramel apples from Sugarcube Corner.

That made Applebloom smile. Pinkie always had some cupcakes to share. First things first, though: Sweetie Belle's place was the closest.

_-tick-tock-tick-tock-_

Applebloom knocked on the door of the aptly named Carousal Boutique and waited.

And waited.

And waited some more.

"Sorry, just a minute~," a voice sang from the other side. Applebloom sighed. Just like Rarity…

The purple doors opened and a white unicorn popped her head out.

"Aah, Applebloom," Rarity greeted with a warm smile. "How good to see you. You're here for the scarf, right? Come in, come in, I just need to check something real quick." Rarity hurried back inside and Applebloom followed.

The young filly was always slightly amazed when she went inside Sweetie Belle's home. Her sister was such a great designer. The gentle colors of the dresses Rarity made were so appealing. Said unicorn was over at a table where a black suit (a rare order, according to Sweetie) was nearly finished, as far as Applebloom could tell. Rarity sometimes said things weren't done when they looked great to Appleblom.

Rarity's horn lit up with magic and she telekinetically brought Granny Smith's favorite scarf down from a shelf and around to Applebloom. She gave the old scarf a once over. It was absolutely seamless; if there had been a tear or it had been as old as Granny Smith claimed it was, it was impossible to tell by the eye alone.

The tan earth filly was amazed. The white unicorn much less so. "Does your grandmother really want to keep this old thing?" Rarity asked, giving the scarf a once over as it hung by her magic in front of her. "I'm not trying to be rude, but surely a scarf of better quality wouldn't be so much trouble to get. I could very easily make one just like this if she wanted. It would be my pleasure."

Applebloom took the scarf and placed it in her pack. She looked around the boutique and wished she could take the owner up on the offer. The many fancy fresh dresses and clothing articles on the dummies appealed to Applebloom in a way she didn't quite understand. But Applejack and Granny would never get something as girly as the things Rarity made. Applebloom really didn't get why.

"Thanks, Miss Rarity, but Granny likes her scarf a whole lot. Ah don't think you'd even get her to consider the idea." Applebloom crossed her eyes and laid her apploosian accent on thick. "Git mahself a new scarf? Yer a fixin's fer a whoopin's, ain't yah, yah no good pompous city filly!"

Rarity giggled at Applebloom's imitation, her violet mane bouncing slightly. "Now, now, you should respect your elders little miss."

Applebloom rolled her eyes back to normal. "Ah'm just foolin' around. Anyway, thanks for fixin' this. Granny will be real happy to get this for sure."

"Why though?" a different voice asked. Applebloom smiled at Sweetie Belle as she stepped down the stairs. The younger unicorn looked thoughtful. "Why does your grandma care so much about that silly old scarf?"

"Sweetie Belle," Rarity said warningly.

"What? You called it old too."

Rarity gaped at that. She did, didn't she?

Applebloom scratched her head and scrunched her face. "Huh. Ya know, Ah never really thought about it before. She's always had this thing as long as Ah can remember." She shrugged. "Aw well. If Granny wants her scarf, she's gonna get her scarf. Thanks again, Miss Rarity. See ya'll later, Sweetie Belle."

"Are we still going to meet Zecora later?" Sweetie Belle asked her sister way too sweetly.

Rarity shook her head in amusement at her sister's overly adorable stare. "Yes, yes, we shall." Rarity glanced at her clock. "You'd better get your galashes and the like ready. We'll be leaving in about two hours."

Applebloom waved goodbye to her friends, deciding not to ask why it would take two hours to get rain gear ready in the middle of summer. Once outside the Carousal Boutique, Applebloom began to ponder her Grandma's scarf. Why did she care so much about it? Like both Rarity and Sweetie Belle said, it was old. When something was old, you needed to get a new one. That's the way it was on a farm. They needed a new plow, and a new roof, and a new well, but Granny wouldn't get a new scarf.

Hmm…

_-tick-tock-tick-tock-_

Applebloom thought the Time Winder's was the oddest store in Ponyville. Not because of how it looked. It looked extremely plain. Maybe even _too_ plain. If Applebloom could share her opinion, Sugarcube Corner looked the strangest. No other building advertized what it made as well as that place did. The fact remained, however, that Time Winder's was strange beyond comprehension to Applebloom. As she stepped inside, the reason became apparent.

While true that Applebloom had only ever seen this particular clock shop in her short life, she knew this place was different from any other clock shop in Equestria. It was to be expected that a clock shop would sell clocks, but here…

There were just so many!

Clocks littered the walls of shapes and sizes Applebloom didn't quite understand. There were square clocks and round clocks, diamond shaped clocks, clocks that looked like cats, clocks that seemed to run backwards, clocks with so many hands (hooves?) than could ever really be used. But more amazing than anything else in the store was the cuckoo clocks that received a wall all to themselves. The automatic machines were more like toys than anything else, with tiny ponies that danced, and birds that sang, and bells that rang, and trains that seemed to move all on their own. Their choppy and twitchy movements did little to hinder the amazement of their motions. Every tick and every tock was punctuated with wooden sounding mechanical clanks as the robotic creations moved about.

Applebloom was so fixated by the clocks that she didn't notice Mr. Whooves admiring the décor with her. "Isn't the way they move just marvelous?"

The filly leaped practically three feet in the air from surprise. "Holy moley! Ya'll scared the bajeebers out a me!"

"I tend to do that." Mr. Whooves stepped over to his hoof-made automatomic clocks and smiled warmly. "Quite a collection I have here. My favorite part about clocks is the way the gears all just seem to fit together and mesh and just keep going while making something happen. Just like how our lives are sometimes, wouldn't you say?"

"Uh…"

The brown earth pony sighed wistfully, eyes closed in remembrance. "Yes, I learned that the day I got this cutie mark of mine. Funny that it's an hourglass when I make clocks mostly, but I dabble in hourglasses now and then. Anyway, our lives are a bunch of gears mashing together to get us to this moment in time, just like in a clock. Goodness, can you imagine how different the world be if you went back in time and shifted gears even a little bit? It's absolutely terrifying, and so very exciting!"

Applebloom shook her head slightly. Contrary to what might be expected, Mr. Whooves did not operate like clockwork. His moods were as varying as the colors of the rainbow. The last time Applebloom had been here, he had been a perfect gentlecolt like somepony straight out of Canterlot. Last time Applejack had to meet him, he was surly and barely said a word.

"Mr. Whooves-"

"Please, call me Sand Whooves, little miss. No need to be formal." Which was the exact opposite of what he had said last time.

"Ahright, Sand Whooves, that's all very nice, but Ah'm here for mah brother's clock, and Ah'm kind of in-"

Sand Whooves put a hoof up in Applebloom's face. "Wait, wait, don't tell me. Brother, brother… big red fellow, right? And that would make the little cutie before me Applebloom, correct?"

Amused, Applebloom nodded. Sand Whooves quickly retreated into the back of his shop and returned with a simple wind up clock in his mouth, which he promptly put into Applebloom's saddle pack.

"Thanks Mr.- uh, Sand Whooves."

"Oh, no trouble at all. Why, a clock as old is so easy to fix it's a wonder I needed to charge anything. In fact, here." Sand Whooves shoved a small pile of bits into Applebloom's hooves and just kept going. "Have a refund. And my respect. I love my overly complicated cuckoo clocks, but it's a practical stallion that can work with something as simple as a wind up. I'd imagine that ringing is annoying as could be, but on a farm you'd need that, what with being tired and everything."

Applebloom chuckled as he kept on going, despite the fact she had turned around and walked out the store.

"… and wind ups need to be wound up. That's some dedication- oh! Goodbye little flower! See you next time. Heh, heh, time… that's a good one."

Yep, that store was odd.

_-tick-tock-tick-tock-_

While Time Winder's was definitely the oddest store in town, Applebloom knew that Sugarcube Corner came in second. The way they advertised was hilariously inviting, and made Applebloom crave sugar just from the sight alone. It was like that story… what was it called? The one with the house made out of gingerbread? Oh well. Sugarcube Corner was just like that, sitting all by itself in the middle of the road. It looked like it was made out of candy: Candy canes for support beams, cookies for walls, and frosting to hold everything together. If it wasn't for the fact that she knew better than to be fooled by the decorations, she'd start chewing immediately.

The smells that came out as she opened the door, though, could easily fool anypony into thinking they were surrounded by sugary delights. Well, technically she was, but it simply _smelled_ like everything around her was edible. Applebloom took in a large whiff and sighed. There was a caramel apple with her name on it.

Applebloom rang the bell at the desk for service. Mrs. Cake wasn't at her usual post, which could only mean one thing. Whether this was a good or bad thing was dependent on opinion.

No response. Hmm, that's peculiar. Usually she appears immedia-

"Hiya, Applebloomy!" Pinkie Pie shouted from right beside Applebloom's ear. With a yelp, she bucked up and fell onto her back. Two times in a row, man!

"Ugh… hiya Pinkie" Applebloom greeted from the floor. She looked up at the pink pony and tried her best to give her a dirty look. "Ah didn't notice ya come in."

Pinkie nodded furiously in agreement and grabbed Applebloom by her bow, flipping her back onto her hooves. "Yeah, that's super duper weird, cuz lotsa ponies tell me that whenever I answer the bell. So, are you excited about going to visit Zecora tonight? Are ya, are ya, are ya? Cuz I am! When we get there, I'm gonna bring Zecora a batch of cupcakes! And I heard from Twilight that the place where Zebra's come from doesn't have cupcakes, and I was like 'Whaaaat! Ya gotta have cupcakes, what's life without cupcakes?' So I'm making Zecora a batch right now with all sorts of different flavors and frostings and decorations and, oh I'm sorry, you rang the bell, which means you're here to shop! Give me a second." Pinkie Pie jumped behind the counter and smiled at Applebloom. Applebloom laughed at the tiny hat resting on her cotton candy like mane. "Hi, and welcome to Sugarcube Corner! How may I help you today?"

Applebloom rolled her eyes in amusement. "Ya'll are so funny, Pinkie Pie."

"And that's what makes me a great Element of Laughter," Pinkie retorted with a sincere but unnecessarily huge smile.

"Ah came tah pick up mah sister's order of candy apples, iffin' ya don't mind."

"Ooh, right, candy apples!" Pinkie yelled, ducking under the counter. "I know I put those here somewhere…" There were various crashes and loud noises that Applebloom could not figure out. How did rummaging through _anything_ produce the sound of a tuba? After a few more seconds, meows, and metallic booms, Pinkie Pie popped back up with a colorfully wrapped and neatly tied box that smelled just a yummy as the rest of the place. "Here we are. Complete with the discount given to the family that brings us the tastiest apples. Well, your family is the only family that brings us apples, but they're still pretty darn tasty!"

"Thanks Pinkie. I don't suppose you could sneak me a couple a them thar peanut butter balls, now could ya?"

Pinkie Pie looked around. "Since nopony's looking… a special gift from your Auntie Pinkie Pie." Pinkie immediately pulled out a bag of treats and Applebloom blinked. How did she have those ready instantly, but not the candy apples?

"Thank ya kindly," Applebloom said, hiding her confusion and placing the bag in her pack. "Well, Ah'll meet with ya later, Pinkie Pie. See ya at Fluttershy's."

"See you later, Applebloomy! And don't forget your lamps and flashlights."

Applebloom raised a brow at that. "Flashlights? Why? We're not staying that late, are we?"

"I don't think we are, but you never can be too careful when it comes to ghosties, creepies, and boogies, now can you?"

"Ya'll believe in that stuff? Twi' says that there's no such thing as ghosts." Applebloom tried to think if her sister ever said anything about spirits before. Nothing came to mind.

"Of course I believe in them! You gotta laugh at the ghosts to make them go away. How else could you laugh at them if ghosties didn't exist? Grandma Pie gave me that advice, why would she tell me to laugh at something that wasn't there?"

As young as Applebloom was, even she understood that's not exactly what Pinkie's grandma must have meant. Still… "Why ya telling me tah bring lights if ya know how to laugh 'em off?"

"Because, silly filly willy, ghosties don't like light. Have you ever been scared by a ghost when the happy go lucky sun is shining?"

Applebloom scratched her head. There was some strange logic to that. "Ahright, Ah'll bring all the light Ah can find then."

Pinkie waved goodbye. "See you later! Oh my gosh! I forgot I left Gummy in the tub! I've got to make sure he doesn't drown!" With that, the pink pony zipped away so fast that Applebloom couldn't tell which way she went.

Well, that was Pinkie for you.

_-tick-tock-tick-tock-_

The sweet smell of apples in Sweet Apple Acres was not an aroma Applebloom appreciated as much as she knew she should. It was a scent she had spent her whole life growing up with and most of the time didn't even notice was there. She was just that used to it.

Sometimes, she didn't want to be an Apple. Apples were bland, simple, and predictable. She wished she could be something more complicated. Like Scootaloo. It was hard to guess what Scootaloo would do.

"Big sis," Applebloom called as she entered the barn. "Ah got yer candy apples."

"Hot tar!" Applejack shouted, a couple of the nails that were in her mouth falling to the floor beneath her. She dropped her hammer and leapt from the second level onto the first floor. She quickly trotted over to Applebloom with a silly smile, then suddenly frowned. "Don't ever do that."

Applebloom giggled. "Now why would Ah ever be dumb enough tah jump from the second floor of a building?"

"That's mah girl," Applejack said as her sister gave her a candy apple. The orange pony licked her lips at the confectionery in her hooves and prepared to take a bite, but froze. "Heeeey…" Applejack drawled out, giving Applebloom a dirty look. Applebloom smiled innocently.

"Aw, come on, Ah'm jus' funnin' with ya."

Applejack sighed and gave her sister a quick noogie. "Ah guess ya are." She took a bite and chewed with relish.

"Hey, big sis, where do we keep the candles n' stuff like that?"

Applejack choked on her apple, imagining the horrible things the Cutie Mark Crusaders could do with fire, and only about a third involved actual burning. "Now, uh, why do ya want things like that? It ain't exactly dark out."

"While Ah was at Sugarcube Corner, Pinkie told me Ah should get some."

Sweet Celestia, that was even worse. "Again, Ah got tah ask; why?"

"Pinkie says you need light tah fight back the ghosts in the Everfree Forest."

Applejack sighed in relief and wiped the sweat from her brow. "Well, shoot, ain't nothin' wrong with that. But, you know, we aren't gonna stay that long. Why's Pinkie telling ya to bring stuff we don't need?"

"Just tah be safe, she said. Ah… Ah kinda would like 'em, ya know… just to be safe." Applebloom looked over her shoulder as if afraid a ghost was behind her right then. "Twilight says ghosts aren't real, but Pinkie believes in 'em. Are they real, Applejack?"

The elder sister closed her eyes in thought for a moment. "I don't believe in the ghosts Pinkie believes in… but Ah think Twilights wrong about there bein' no such thing. There are spirits, Applebloom, just not the scary kind."

"Really? Then… what are they like?"

"Real ghosts… well… gosh, how do Ah put this. Ah guess real ghosts are the kind that want to help you, have something important tah say. And ya can't see 'em easy, neither. I tell ya what, I got a spirit right in this hat of mine."

Applebloom blinked at her sister's hat. It had been on Applejacks head as long as Applebloom could remember, but that wasn't saying much. "Whose spirit is there?"

"Our pappy." Applejack took off her hat and stared at it nostalgically. "He gave me this hat the… the last time Ah saw him."

Applebloom desperately wished she knew what the 'pappy' her older siblings sometimes spoke of was like. She hadn't a memory to spare on the subject.

"Every time Ah see this hat, or feel it bounce on mah head, Ah can hear him sayin' a nice thing'r two."

Applebloom rubbed the bow that kept her mane in a pony tail (ha!... sorry), and remembered vaguely that Granny said it had belonged to their mother. She never heard a voice when she looked at it.

Applejack realized what Applebloom was thinking and frowned. She placed her hat on her head. "Ah'm sorry Applebloom. Ah guess there's a bit more to it than that. Jus' think of it like this: real ghosties won't hurt you. Anything that can certainly ain't no ghost."

"Will Ah ever get tah see ma 'n pa if they're spirits?"

Applejack looked at her hooves, unsure how to answer. "Ah'm not the pony tah tell ya that. Let's jus' drop this, sugar cube. Go give Big Macintosh 'n Granny their stuff an' get ready tah go if ya want tah see Zecora. An the candles are in the kitchen drawer. The one without the sharp things."

Applebloom became silent and slowly trotted to the main house. That conversation went in a direction she didn't really expect. She couldn't figure out what she was feeling. On one hoof, she never knew her parents. It never made a difference. On the other hoof, she wished she had gotten to know them. Sweetie talked about how great her parents in Manehatten were. Scootaloo never talked about it, but others did.

She decided to just stop thinking about it. Her bow was just a bow, Applebloom decided. Applejack's hat was a hat, Big Mac's clock was a clock, and Granny Smith's scarf was a scarf. Everything was as it was. As it was, she needed to get ready.

_-tick-tock-tick-tock-_

The Everfree forest was terrifying place for most everyone in Ponyville. Applebloom had only ever been to it a couple of times, and fewer times so deep as Zecora's hut. During the day, the monsters that roamed were asleep as if the sun were their moon. There was a strange wonder to this place, Applebloom thought as she and her friends walked through the woods.

"Ugh, it rained weeks ago!" Rarity complained. Loudly. "How is it that the ground can still be so muddy? My galoshes are getting ruined."

Sweetie Belle looked like she had something snarky to say to that, but decided to simply keep that look and not to talk about what goulashes were made for.

Instead, Applejack did. "Ain't boots made fer getting muddy?" The deadpan in her voice wasn't exactly startling, mostly because it was the same amount she always used. Which was a lot.

"They are not boots, they are galoshes. They are fashionable. They are made to get wet and keep your hooves dry. Now I'll have to pay for heavy duty cleaning to get the stains out."

"And then ya'll wearin' rain gear. Ya know it ain't rainin', and ya know it's dirty out here. Why didn't ya wear somethin' that would'a kept ya cleaner?"

Applebloom tried not to snicker at Rarity's and Sweetie Belle's ensembles of rain protection that the former pony had obviously not made.

Rarity had her mouth open to retort, but couldn't think of anything smart to say. "Fine, your point is made. I'll stop complaining."

"Thank goodness," Twilight moaned quietly.

Pinkie was happily hopping along, oblivious to the greatest of quarrels. "You know, I've always wondered, why don't they ever make paths through the forests? After all, there are all sorts of neato plants and herbs and things ponies use that I don't even know about, and Everfree Forest is the best place to get them, so why don't we make a safe path there, but then I think 'Pinkie, you silly willy, there isn't any safe path, there's all sorts of monsters-"

"Pinkie," Twilight said over the pink pony's din.

"-and tear you to bits, so of course you wouldn't come out here, but then I wonder why Zecora _lives_ out here, and I think it can't be that bad, but we almost got eaten by a Hydra once-"

"Pinkie," Applejack tried to interrupt.

"-and then I told him about the time we all were climbing up that mountain to get that big ol' dragon to go somewhere else and how scary he was and how _crazy_ it was that he didn't like parties and how Fluttershy totally told him what a meanie pants he was-"

"Pinkie" Applebloom just about begged.

"-so then he was like 'grrr' and I was like 'for serious?' and he was like 'blarg' and I was like 'holy gasp!' and he was all like 'derp' and I was like 'burp' and we-"

"Pinkie," Sweetie Belle moaned.

"-they had ice cream and chili cheese fries with extra marshmallows and all the tin cans you could ever hope to stack, which was crazy because of how wacky Mr. Dust acted at the masquerade-"

"Pinkie," Rarity practically threatened.

"-all those insane birds! You'd think they'd never tried mustard before! But that was okay, because I found the relish in the hoof locker in the chest of drawers in the mailroom in the deepest jungle in the-"

**"Pinkie!"** Everypony shouted.

"Yes?" Pinkie replied as though she hadn't just been screamed at.

"We're here." Twilight said, pointing to the large and rather creepy hut in which Zecora lived and did her work.

"Well why didn't you say so? Cupcake time~" Pinkie Pie bounded towards the door. There was a collective eye rolling. That was Pinkie Pie for you.

"Hey Zecora!" Pinkie cried out as she knocked on the door. "We're here to deliver books and have lunch and give you baked goods!"

The zebra that lived in the hut opened the door to get several hoofs to the face. "My friends-oof- how nice to see you've-erg- come around, but why is it-gerg-my face you must pound?"

Pinkie immediately stopped and gave a tremendous grin. "Hi-dy ho, Zecora! It's been so long since we've gotten together and had lunch and I'm just soooo super duper happy to see you."

Zecora rubbed her head and stepped aside to allow her friends to come inside. The cauldron bubbled with a sickly yellow colored soup, and the ponies present (except Pinkie) wondered if it was possible for something so vile looking to smell as good as they thought it did.

Zecora gave a chuckle as she looked at Rarity and Sweetie Belle, her large earrings rattling. "My friends, we are well met, but tell me, did someone lose a bet?"

The white unicorn huffed as Applejack snorted. "Yes, yes, laugh at the only pony that cares about staying clean." With an expert flourish, Rarity pulled off her outfit and had all the pieces hanging off of one of the many masks lining the walls.

"Hello Zecora," Twilight greeted, placing a stack of books on the incredibly wide yet stout rock that served as a table. "I brought those books you wanted."

"Equestrian literature on medical herbs. Your kindness has almost left me without words. Not many ponies would brave these wood. It touches me deeply that you should."

"Hey, Zecora," Applebloom said as she gave the Zebra a hug. Zecora returned it with a smile.

"Applebloom, my dearest of friends. I'm so happy you could come and see me again. I understand it is a long trip from your farm to my place, so please come and put food in your face."

"Mighty nice of you, Zecora." Applejack sat down at the small table along with everyone else(except Pinkie), and took her hat off. "Haven't got the slightest idea what ya got there, but it sure smells nice."

Zecora opened her mouth to respond, but Pinkie jumped at the chance to stuff a chocolate cupcake into in her mouth. Zecora choked.

"Aren't they just great Zecora?" Pinkie asked as she bounced up and down. Zecora struggled to swallow the baked good. "I bet they don't have anything like that where you come from. It's the bestest, most tastiest thing you can get in a cup, except maybe Gummy's favorite punch, because that stuff is really good. Ooh, ooh, I know! I could combine them! It would be super extra tasty, then it would be the bestest thing you could get in a cup!"

At some point, Applejack had jumped up and performed the Heimlich maneuver and forced Zecora to hack it up. "Whoa, you okay there, partner?"

Zecora breathed in relief. "Thank you Applejack, that was a bother." She then blushed and smiled sheepishly. "Might I… trouble you for another?"

Sweetie Belle snorted. "I guess Zecora's proof that Pinkie's Cupcakes are to die for."

Ignoring the mild laughter, Zecora grabbed a cupcake and relished in a real bite. "I believe I've never tasted a thing so sweet. Truly, this is a marvelous treat." This made Pinkie Pie smile the smile reserved for when she made someone else smile.

"I hope you do not think me rude to pry, but where are Rainbow Dash and Fluttershy?"

"Rainbow Dash has weather duty," Twilight said. "A huge storm is going to blow in from Fillydelphia, and Ponyville needs all the help they can get to divert it away. Fluttershy's helping another pony whose dog is about to have pups."

"Unfortunate that they could not attend. Sometime, I'll have to make amends." Zecora took a large whiff of her grotesque looking stew. "Our meal is nearly ready, we'll need food ware. Applebloom, could you help me, if you care?"

Applebloom nodded eagerly and followed Zecora into another room where bowls of many sizes were stacked in rather disheveled piles. "In my home, spoons are not anywhere used. The idea makes me quite confused. I hope you ponies will not mind, that acquiring some, I had not the time."

"It's soup, right? Ah might as well just drink it." Applebloom watched as Zecora looked around for the perfectly sized bowls. "Why do ya have so many bowls, anyway."

"With plants and natural herbs I work, I take it all the way and do not shirk. A special texture, a special size, to get it just right and receive my prize. I could take a root and mix it in one; put it in another and get something different when I'm done."

"Gee, this sounds complicated. Is that what yer cutie mark represents? It looks like a sun, though. What's that got to do with medicine?"

Zecora fumbled the bowl she was carrying, a small gasp escaping her. She steadied herself and sighed. "I… it has been so long since I have been asked this. Though, all considered, it is not a twist. It is true, medicine is a gift of mine to some extent, but that is not quite what for my sun is meant."

"What is it then? Is this a cutie mark story? I love those."

Zecora looked thoughtful as if weighing options that Applebloom couldn't see. "You trusted me when no one else tried. You saw me for me when others had lied. The story that I will relate is indeed what you say, but in this land it should be secret and stay that way.

"Little filly, like a flower so small, the shortened story I tell you is not tall. In Equestria with your light so bright, you do not have to fear a truly dark night. There are creatures, you know, that could eat you in one bite so quick, but that is a fate that some would easily pick."

Applebloom guffawed at that. Who would want to get eaten by a hydra or something?

"The alternative is a place betwixt and between, a night that pales your silly Halloween. There are those that have not died, but who are no longer alive, and would give anything to no longer thrive. You might know these creatures as ghosts or living dead; but have you really thought about them, have you any idea in your head? They are not evil, and in fact so sad. The things they do, however, are terribly bad. They are cursed to walk the world forever, to leave this plane they might never. Something in life terrible had to unfold, and now in death they are in a pitiful hold.

"Imagine it, Applebloom, to not feel at all, but to be aware and be able to call, to the living they see and very much resent, and will always less they repent. When young, creatures like these I did not believe to be true, but I understand it now, I do, I do. A night I went out to play with the shadows of the falling sun, and it was not until dark that I decided I was done. It was then that I met such a creature, a terrible ghoul, a zebra that knew he had been a fool. He stole the knowledge his master had created, but even then his greed was not sated. He poisoned him with the most horrid of drinks, and his life was out in a blink. But the student's greed had taken its own shape, and devoured his soul to leave him in his well deserved fate. When I found him, he tried to destroy me as well, and I had resigned myself to my fate and prayed a sweet farewell. It was then that I looked straight into the beast's eyes, and saw a sorrow that touched me inside. He had come to resent what he had done, not what he had become. So I sat there and told him it would bring him no joy, to devour me or torment me as a toy. A sincere apology came from him, and a friend was what I did win. Every night, he would teach me the things his master knew, and I marveled at the world as around me it grew.

"Then the day came I received my mark, both on my flank and in my heart. His master had been trapped in the same terrible state, all because of his unbridled hate. When he saw his student had been kind to me, his heart softened and they both were set free. It was at that moment, with my eyes filled with tears, my mark finally appears. I brought light to those gloomy lost souls, I was the one that made them whole. I found my talent, the thing I loved most was to bring that light others desperately need, be it knowledge, a helping hoof, or an ear that would heed. I miss him dearly, he was a good friend, but I am glad I helped him reach life's final end."

Applebloom had been enraptured by the story, at some point laying down on her stomach. "Wow, Zecora, ya'll knew a real live-uh, half live ghost? And he was yer friend tah boot?"

Zecora nodded with melancholy. "He was vile, but not bad. For him now, I still am sad."

The young filly tried to imagine that 'betwixt and between' place. She had never thought about ghosts being 'stuck' as Zecora described. "It sounds real bad. Being a ghost, Ah mean. But why are you only telling me? Why's it such a secret?"

"I have been mocked many a time, because to them there is no reason or even a rhyme." There was an odd beat between the two of them at that. "Well, Twilight is proof enough. You could not convince her of this 'mumbo jumbo' stuff. I did not come to this land just to help pony, but the real reason makes me sound phony. In these woods, there is something worse, then a hydra or a dragon, some terrible curse. A darkness presides over the Everfree, a dark magic that only I can see. I have come here to see this wrong made right, to bring to it my special light. I want to help the spirits of the dead, but to tell others this would hinder me instead. So Applebloom, whom I'd trust with my life, tell no one of this and save me from strife."

Applebloom nodded. "Ah Pinkie Pie promise not to tell. Cross mah heart, hope tah fly, stick a cupcake in mah-ouch!" She rubbed the eye she had just poked. Zecora laughed.

"Yes, a promise that shan't quiver. Just remember-" the two of the took a deep breath and were about to say something when Pinkie Pie popped her head out of a cupboard and practically yelled-

"**Forever!**" As quickly as she appeared, she had left, and Zecora immediately shifted things aside to look for her.

"In the name of all things magic and Applejack's hat… how does she do that?"

"Don't think too hard on it, it'll jus' make yer head explode."

Applejack stuck her head through the doorway, looking a bit worried. "Ya'll been gone a while. Everythin' okay in here?"

Applebloom nodded. "Ain't nothin' wrong. We jus' got tah talkin'. We'll be right there."

Applejack shrugged and moved back into the other room. "By the way, did ya'll see where Pinkie went?"

Applebloom and Zecora grinned.

_-tick-tock-tick-tock-_

The little get together at Zecora's remained simple (much to one pink colored pony's disappointment). The Ponyville ponies related recent adventures they had, including, but not limited to, Fluttershy's dealings with a Phoenix, Twilight's discovery of the 'Pinkie Sense' and her new pet owl, Rainbow Dash discovering the meaning of life and then forgetting where she wrote it down, and the Grand Galloping Gala disaster.

Zecora shared a few tales of her homeland and childhood, much to Applebloom's delight. The giraffes and hippos and other things sounded so exotic and bizarre. Places where the clouds moved all by themselves? Trees that could grow all on their own? It was unbelievable. And, before moving to the Everfree Forest, Zecora had never seen snow. How unbelievable was that?

Rarity was fascinated by the golden bangles and things Zecora wore. Then she was mortified (along with everypony else) when the fashion statement was revealed to be a bit more risky than first imagined. She couldn't take it off, less her neck noodled and… well, it was a sickening image.

When questions were asked about Zecora's herbal skills, the story she told was vastly different from the one Applebloom had heard. Instead of a zombie zebra teaching her, it was a wise old chieftain of her tribal land. Applebloom felt special knowing that the truth was something Zecora decided to only let the little filly know.

And so it went for hours with stories swapped and bits of culture exchanged. Pinkie happened to have more culture to share than anypony else.

"I doesn't seem like I can survive… G-5."

"Missed~" Pinkie grinned ridiculously. "E-2."

Zecora sighed in defeat, but smiled. "I hate to say that we must quit, but it seems you sunk my battleship."

"Yay!" Pinkie clapped excitedly. Sweetie Belle pat Zecora on the back.

"Don't feel bad. Pinkie's been practicing these for, like, years or something. I don't think anyone can beat her."

Twilight giggled at a memory of a past party. "You should see her at Pin the Tail on the Pony. Sometimes she has to sit out just so everypony else can get a turn."

"Twenty different games, some you've never played," Zecora said, "and yet somehow victory towards you was swayed. I demand we play again." She froze suddenly, her pupils shrinking. Ignoring the ponies in her home, she ran over and stuck her head out a window. "Oh no… it is already then?"

"Zecora, dear, what's wrong?" Rarity asked worriedly.

Zecora turned back to her friends, her expression rather grave. "You have been here for a long while. The sun will soon no longer grace you with its smile. Night is approaching, so is danger, the Everfree grows angry towards strangers."

Twilight looked out the window as well, noticing that what little light could get through the dense canopy of the trees was no longer shining. "Oh my gosh… we weren't supposed to be out this long. Hurry, pack up girls. We need to get home as fast as possible."

Applebloom was mildly disappointed at hearing that, but complied none the less. She learned the hard way that the forest was dangerous. Fluttershy would have been useful to have at the time, but they had to work with what they got. Zecora seemed for more flustered than she should have been. This wasn't the first time this had happened, but Zecora was rushing to get everypony out much more frantically than ever before. No one else seemed to notice but Applebloom. In the light confusion, the young filly walked up to Zecora.

"Is somethin' wrong, Zecora?" Applebloom asked with obvious concern.

"Little pony, I strongly urge you to hurry, do not waste time, you must scurry. This night I smell something foul in the air, The Everfree Forest for you has no care. Head straight home, do not derail, less you find the horrors that my talents entail."

Applebloom looked worried.

"Go with you I would to protect you from harm, but your sister shall be enough to take you to your farm. I must prepare my enchantments to protect us all, a feat that is in no way small." Zecora quickly glanced around the room at the others almost done packing, much to Sweetie Belle's annoyance as her useless rain gear was put back on. "Just go, go on home. I must consult with my new tomes."

Applebloom was rather confused by that and wanted to press for more, but a call of, "C'mon, sis', we gotta mosey on home," prevented her from doing so. With a simple goodbye, Applebloom and company left Zecora's hut and began to traverse the forest.

If it were not for Zecora's warning, Applebloom would have thought she imagined the forest being particularly scary this evening. Something about the Everfree felt much different than the time with the cockatrice.

Darker.

Quieter…

Nicer smelling?

Twilight suddenly stopped and looked around. "This can't be right…"

"What is it, Twi… oh my." Rarity looked at the fallen tree that was in the way of the sole path. It was much too large to climb over, and the trees around them were too dense to make it around.

"Ah can't believe we didn't hear that," Applejack mused.

"It must have happened while Pinkie was having her karaoke moment." Rarity shook her head. "This doesn't bode well."

"Hold on, hold on," Twilight said as her horn began to glow, along with the tree. With a grunt, Twilight used her magic to fling the tree into the air to who knew where. A large crash could be heard off in the distance. "Whoo… that wasn't (wheeze) so bad…"

Sweetie Belle poked Twilight's leg. "Um, Twilight." She pointed ahead, and everyone groaned. A stack up of about five trees, just as large as the first, were in their way.

"Now ain't that jus' the dardest thing…" Applejack thought aloud. "That doesn't seem natural."

Pinkie Pie gasped loudly and pulled a flashlight out of her pack and held it in her mouth. "The ghosties are trying to get us!" She yelled in a muffled tone.

Twilight sighed in aggravation. "Of course. Ghosts." Twilight turned to Pinkie and shielded her eyes from the light with a hoof. "There aren't any ghosts here."

"Well, _duh_, of course there aren't any here or else I would laugh at them."

Rarity placed a hoof of Twilight's shoulders, seeing her eye twitch. "It's best not to argue with her logic. Your head will explode."

Applebloom had taken this opportunity to pull out some candles (she would have brought a flashlight, but when you're a farm pony…). She was getting ready to strike a match and light one…

And paused.

That pleasant smell got stronger…

Was that a pony? A filly…?

"Uh, girls…"

"Applejack, ramming it is not going to help."

"Erg, just hold on, Twi', iffin' you can move it with magic, Ah can move it with mah strength."

"Darling, I don't think that's what they mean by 'use your head.'"

"Everypony!" Applebloom shouted. This got Sweetie's and Pinkie's attention at least. They looked back down the path they came and saw…

"Is that Ditzy?" Sweetie asked. At the sound of a familiar name, the others perked up and turned their heads.

"That's not Ditzy," Pinkie declared around her light. "I know every pony in Ponyville, and unless Ditzy got younger then that is not her. Ooh, maybe she got younger and we'll get to throw her birthday parties all over again! That would be supper to have, like two of every birthday party you ever-"

"That isn't our mailmare…" Rarity agreed, though with much fewer words. "That's just a young filly."

"Just a young filly in the middle of the Everfree forest," Twilight interjected.

The gray filly glanced their way, then immediately hastened away into a small opening in the trees.

"Wait!" Twilight called and began running after her. Without hesitation or question, the others followed, though there were quite a few 'ew's from Rarity as they ran through the moisture and sap covered trees.

Applebloom could not help but notice the trees around them part as they ran. It seemed like a path, more so than the one they took to get to Zecora's hut. The dirt became flatter like the roads ponies normally walked on to her family's farm. The path was wide as if ponies had deliberately cleared the way.

Cleared the way to what? And that smell was getting stronger.

"Where'd she get to?" Applejack asked as she looked every which way for the filly.

"Little filly?" Twilight called out. "Little filly?"

"There!" Rarity cried out as a light came into view. An opening, almost like a doorway, became visible.

Light? Here? But what could…

Everypony guffawed and slowed to a trot as they walked into the well lit and finely decorated town. Wooden buildings were here and there, along with tables with snacks that were obviously for-

"A party!" Pinkie Pie yelled, dashing off to meet the many ponies hanging around and chatting about who knew what. A gray stallion trotted up to them and nodded.

"Hello, and welcome to Sunny Town," he greeted with a slight nod. "We don't get many visitors out here."

"There's a town out here?" Rarity asked, astonished at the very idea.

"Well, you are standing in it aren't you?" the stallion chuckled. "Still, you aren't the first to ask. There's no need to worry, though. The light keeps the monsters at bay. I am Grey Hoof, party planner extraordinaire. Glad to meet a new face, miss…?"

"Oh, uh, Twilight Sparkle," Twilight introduced. "And my friends, Rarity, Applejack, Sweetie Belle, and Applebloom. We were on our way home when-"

"You got lost?" Grey Hoof interrupted with a chuckle. "That's what every visitor says, it seems."

"Actually-"

"Since you're here, please enjoy and help yourselves to food and drinks. There's enough party for everypony." Grey Hoof looked over at Pinkie Pie bouncing around wildly, blowing on a party whistle. "Looks like somepony's already grabbing some."

Applebloom and the others walked into the town, a little apprehensive. Table filled with baked goods were everywhere.

That explained that wonderful scent. That didn't explain how it reached so far.

Ponies all around them were chatting it up and having drinks and snacks, while a few were playing games. Slowly they all began to relax. Except Applejack.

"Something ain't right here," Applejack murmured to Twilight, though Applebloom heard. "Ah can't quite put mah hoof on it, but Ah think there's somethin' wrong with these ponies. I don't know what jus' yet…"

Twilight glanced around, noticing that Rarity and Sweetie Belle had began conversing with the Ponies of Sunny Town. "It's strange that there's a town here that no one's ever heard of, but they seem nice. Let's mingle, make some friends, and ask for directions to Ponyville. Who knows? Maybe I'll get a friendship report out of this." Twilight stepped over to a mare looking dreamily in a rather vague direction.

Applebloom glanced around for the gray pony they had seen in the forest, unsure of what to think about all this. "Ah don't know what's happening, AJ, but Ah think we should jus' have some fun. It's a party, ain't it?"

Applejack still looked apprehensive, but nodded. "I want to find that filly we saw before. Come on."

Applebloom and Applejack walked through the quaint village. Nothing seemed out of place, at first glance. But something was wrong.

What was it?

"Hey, mister," Applebloom said to a stallion sitting in front of a rather large warehouse kind of building. Applejack simply watched as her sister communed with the townsfolk.

The stallion looked over at Applebloom, surprised. "Oh, hello. May I help you?"

"Ah could be asking ya'll the same thing. Yer lookin' a bit troubled."

"Oh, it's nothing… actually it's something… I mean, well, do you see that mare over there, talking to your friend?"

Applebloom glanced over at Twilight who was, as guessed, talking to a mare.

The stallion sighed. "I wanted to give her something tonight, to say that I loved her. But I lost my gift, and I can't find it anywhere. I'm too nervous to talk to her without it."

Applebloom grinned like a fool. "Ooh, ooh, Ah can help, Ah'll find it! Cutie Mark Crusader Gift Finder, yay!" The stallion and Applejack gritted their teeth from the shriek. "Can Ah look for it, sis, can Ah, can Ah?"

"Ah'm not sure about-" Applejack began, but it was futile.

"Pleeeeeeeeeeeeeeee-"

"Whoo, boy, here we go…"

"-eeeeeeeeeaaaaaaaaaaaaaaaa-"

"Ahright, ahright, ya can go lookin' fer it, jus' don't-"

"Yay!" Apllebloom shouted, and was off.

The stallion scratched his head. "She doesn't even know what's she's looking for."

Applejack rubbed her head in an attempt to get rid of the migraine she was feeling. "Ah know."

"Say… what's with those apples on your flank?"

_-tick-tock-tick-tock-_

It was some time later that Applebloom returned to the stallion, a ruby in her mouth. She felt like an idiot. She had run all about Sunny town looking for… well, that was the problem. She had no idea what she was looking for. Ponies gave her strange looks as she stuck her head in bushes and looked between homes. And she did it for nothing.

"Ah'm sorry, sir," Applebloom said, setting the stone down. "Ah found this rock, but it was all Ah could find."

"My ruby!" The stallion shouted, grabbing the stone. "Oh, thank you so much!"

Applebloom blinked. "Ah found it? Uh, I mean, Ah found it! Yeah! Glad to be of service." Applebloom turned around, then paused.

They were gone.

"Excuse me," Applebloom said before the stallion could walk away. "Where'd mah sister go?"

The stallion smiled. "Oh, the orange pony? She went off with her pink friend to play some games. They went further north of the village, I think." With that, he hurriedly ran towards his fillyfriend.

With nothing better to do, Applebloom went back to the center of town where the music and games were, and looked around. Ponies were dancing to the festive music, cakes were sliced, cheers were made as someone pulled an apple out of a tub of water.

But there were no signs of her friends.

She asked a few ponies if they'd been seen. Some said yes. Most said no. All of them gave the strangest look at Applebloom whenever she used her friends' cutie marks as identification.

And then, as she walked away from the twelfth mare, it hit her. How had she not noticed? It was right in front of her. Then again, it was so commonplace it was a given. But it was there.

Or rather, wasn't there.

Nopony around had a cutie mark.

Everypony here was a blank flank.

Applebloom gulped. She had never heard of a pony that had never found their special talent, let alone a whole town full of them! She needed to find everypony and figure this out.

But where?

"Excuse me."

Applebloom jumped. She was so engrossed in her thoughts she hadn't realized…

… A filly had come up to her.

"I know where your friends are."

Applebloom looked at the gray filly, noticing her blonde mane hiding her eyes.

"Ya… ya do?"

Slowly, as if maple syrup was in her neck, she motioned towards a lonely path that led out of town. "Your friends' fate can be found in there."

"Their… fate?"

The filly smiled. "You don't know what that means, do you? Fate… it's something that can't be changed… just like the past."

Applebloom looked pointedly at the filly. "Are mah friends there or not?"

"They are… and they aren't. Go find them. It'll be just like… hide and seek." The filly turned to walk away.

"Wait! What's your name?"

She turned back and smiled such a disarming smile. "Ruby." And she vanished into the crowd.

Applebloom gulped.

The path was dark, though not as dark as one might expect. The light from Sunny Town was enough to illuminate the way. A short walk and she found herself in front of a humble abode, a warm light shining from the windows. Nothing too terrifying, but not necessarily welcoming.

Why would they be here?

"Applejack?" Applebloom called out to both the house and the darkness. "Sweetie Belle? Twi'? Anypony here?" Cautiously, she pushed on the door and found it unlocked.

It was just a single room house with a fireplace. There wasn't even anything in the room. What a rip.

Applebloom sighed and decided to get closer to the fire. Stay close to the light, she thought. No ghosts in the light.

"Stupid filly," Applebloom grumbled. "There ain't anythin' here. Just a house. Just a fireplace. Just… a…"

There wasn't any wood in the fire. It was burning off of… something else.

She got closer. And froze.

Bones.

There was a skeleton in the fire.

A pony skeleton.

A young pony skeleton.

"No…"

Appleblooms heart was beating slow, but hard. It hurt her ears. She felt like her chest was going to explode.

"No, no, no, No, NO, NO, NOOOO!" Applebloom screamed, turning and running. The room had suddenly become darker, and for a split second she thought she was trapped because she couldn't see the door. She rushed through to the outside, frantic and panting. The dark was everywhere. So many shadows.

She didn't stop until she reached the town.

Or, at least, what was left of it.

All the buildings were destroyed, blackened, and hole ridden. Ruins of what once was. The grass beneath her was a sickly color stuck somewhere between green and blue. Whatever the grass was, it was dead.

Like everything else around Applebloom.

The air had become cold and stale and she shivered. Or maybe that was the fear. The fear of acknowledging what she already knew.

Careful steps. That what she needed to do. Careful steps. No pony was here.

She was alone.

THERE WAS NO OTHER WAY.

Maybe not.

SHE WOULD HAVE SPOILED THE PARTY.

Applebloom's careful steps became unbalanced and disheaveled. That voice… by Celestia, _that voice_. There was no describing the…

The evil.

She quickened her pace, she needed to run. She needed to leave. Get back to Ponyville, get some help, get anypony, _get Celestia for the love of everything good and wonderful_.

Then one of them rose. It rose out of the ground. A horrifying mass of-

Sweet mercy.

-rotting flesh and disjointed bones that came together to form a vague pony shape.

But it wasn't pony. Not anymore. One look from those horrible red eyes were enough proof.

Oh… Applebloom could smell it. She immediately puked.

SHE GOT THE MARK... SHE HAD BEEN CURSED.

IT HAD BEFALLEN HER THIS VERY NIGHT. SHE HAD TO GO.

Applebloom tried her best to keep her body stable, to keep her mind focused. The thing didn't move. Giving no thought to this-

_No time to think. I need to stay alive._

-she ran further. What was this place? What was happening?

Where were her friends?

_Your friends' fate…_

No…

Another one crawled out of the ground and Applebloom fought the urge to hurl again. This one's organs were… beating.

PLEASE... STAY WITH US. WE WON'T LET THE SAME HAPPEN TO YOU. YOU'LL BE SAFE... LIKE YOUR FRIENDS.

Friends. They knew of her friends. That was not very promising.

Another came out, except it walked out from behind a crumbled well.

This one was still one solid piece. But black. And… familiar…

Oh no…

Oh, Celestia, no.

Twilight.

IT"LL BE FINE. WE'LL BE SAFE HERE. THEY PURIFIED THE CURSE. WE ARE FREE NOW. COME HERE...

They began to walk towards her.

LET ME TOUCH YOU.

"Stay away!" Applebloom screamed, running from the things.

What did she do to deserve this?

She crashed through wood and debris, bee lining for the entrance to the no longer Sunny Town. More popped up from the ground, eyes burning an unholy red, guts dripping, bones cracking. They just kept coming. More and more.

_How many had they taken?_

The exit, the path! It was there! Almost there…

PLEASE...

Applebloom stopped and turned. How could Sweetie's voice be twisted so?

ALL WE WANT IS FRIENDSHIP. DON'T LEAVE... THE OTHERS WON'T LIKE IT.

Applebloom was suddenly surrounded. Why did she stop? This was it. This was the end…

"Yaaaarrr!" Pinkie Pie screamed, jumping in front of Applebloom as she waved her flashlight around like the maniac she was. "You want her! You'll have to go through me!"

"Pinkie!" Applebloom shouted, a spurt of relief washing over her. The things hissed in fury as the beam from the light hit them. What was left of their skin sizzled and burned.

The light actually worked!

Furiously, Applebloom tore open her saddle pack and lit the candles as fast as she could. Without warning, Applejack placed a metallic headset on her.

"Applejack!" Applebloom yelled, tears streaming down her eyes.

"No time…" Applejack said, sounding like she was in terrible pain. She placed a few candles in the impromptu helmet. "We gotta run. The candles will protect you. Come on."

"What about Pinkie?"

Pinkie Pie swung her neck, and thus her light, around a few more times before looking back at the apple sisters sadly. "It's too late for me. They bit me." Applebloom gasped at Pinkie's back leg. It had turned completely black.

"I'll hold them back as long as I can," Pinkie said through her tears. "Get out of here, go back home. Please, remember to live for me. Make sure my funeral is as happy as all my parties were."

"Let's go…" Applejack wheezed, shoving Applebloom into a run. With one last glance for a goodbye, the two sisters left pinkie in the middle of the mass of things.

Pinkie sniffed and growled. "Come and get me, you zombies! You think you can shake Pinkamena Diane Pie? I'm a rock farmer. I don't shake easy."

And then the light went out.

_-tick-tock-tick-tock-_

They ran for a straight ten minutes, not daring to look back. Some wax from the candles fell on Applebloom's face, but she didn't care. Couldn't care.

The pain was nothing. What she just saw would hurt more than anything that could ever touch her.

"Applebloom…" Applejack called out weakly, falling to her knees. "Ah… Ah can't run anymore."

"Yes you can, sis. Yer an Apple. Apples are tough. We got to get back to Ponyville. Maybe we can get Celestia here. Ah bet she can fix this…" There wasn't even false hop in her voice.

"No… Ah can't go with you. Ah'm sorry, sugar cube… Ah love you. Ah don't think Ah told you that enough, but Ah love you with every little bit of mah heart." Applejack shuddered and began to softly cry.

Applebloom knew her sister well. She knew there wasn't much to get her talking like this. That meant only one thing.

Her voice cracked and squeaked. "They got yah… didn't they?"

Applejack shoved her mane out of the way, revealing a blackened part of her neck where a chunk of flesh was missing. "Ah can't feel it anymore, and the light's startin' tah hurt. I just had tah see ya'll off, one last time. I had tah make sure you was safe."

This was it. This was goodbye. And Applebloom couldn't say a thing.

"You gotta run. Get away from me, from the forest. Get back tah Big Macintosh and Granny and tell 'em I love 'em. Even when Ah… Ah'm one of them, some part of me will love you all."

Applejack began to contort and twist, the blackness spreading. Applebloom backed away in terror.

"Get away from me, Applebloom. Run, run away…"

RUN FOR YOUR LIFE!

Applebloom screamed and ran, ran away from her sister's cries, away from the awful sight. Just run, run, run.

Running for her life.

What life? What life would she have now? Could she even get out of the forest? How long would these candles last?

It wasn't fair. They were good ponies, all of them. They didn't deserve this. Nopony did.

As she ran, she prayed with all her might. To Celestia, to Luna, to the ponies of myth, to the sun, to the moon, to the earth, to the creators of the world.

Someone… anyone… help…

She stopped and just cried like the little filly she was. Lost, confused, terrified… who wouldn't cry at a time like this?

Then the air froze. The wind stopped. Noise vanished without a trace. Applebloom shot up. The darkness began to creep in. The ground and the trees became white as marble. What was happening now?

Tick…

Tock…

Tick…

Tock…

She heard a clock. A clock of all things. This must be what madness felt like. Her mind had left her after everything it… had…

Tick…

Tock…

Tick…

Tock…

Applebloom gapped at the Alicorn-if it could be called that-coming towards her. It was white as the trees and ground had become, or at least it's nearly full body armor was. It's horn and joints were black as the dark.

Joints. Gears like a machine. Like a clock. With every slow, mechanical step it took-

Tick…

Tock…

A clock was in its chest, and also on its flanks. Its cold black eyes were as lifeless as its face. It had no mane, but a tail made out of black swirling sand. Wings were folded at its side, held down by spring loaded hooks.

It was a machine. It was huge. And it was coming right at her.

Tick…

Tock…

Tick…

Tock…

It stopped in front of her. And sat down with a heavy 'thud'.

And then it was… something. It wasn't silent or still. The gears and cogs churned within it. But it did not move towards her.

Applebloom shivered and looked around the frozen forest. Leaves hung in midair that were stuck falling. What was this thing? What did it want?

"Uh… H-hi there…" Applebloom shivered. "Mah n-name is App-p-plebloom. W-who are you?"

The mechanical thing raised its head high in short jerks.

Tick…

Tock…

Tick…

Tock…

Raised a hoof.

Tick…

Tock…

Tick…

Tock…

And pointed at an ornate necklace like bit of its armor where its chest clock was. Applebloom noticed the hands weren't ticking. Fancy writing was carved above the clock.

Time Dancer Ver. 687.4.9

Time Dancer? That sounded like a name, but what was with the numbers?

Wait a second.

Oh. Looking around, she realized she already was.

"Y-yer an alicorn, aren't ya?" Applebloom asked, her voice gaining a little strength. "Yer like those 'masters' in that story Twilight read tah me.

"Yer the Pony of Time."

Tick…

Tock…

Tick…

Tock…

Up, down, up, down. A nod.

"Can you save my friends? Can you stop this?"

Tick…

Tock…

Tick…

Tock…

Left, right, left, right. A shake. No.

"But… but why are ya here? What do yah want from me?"

The tip of Time Dancer's horn glowed, and a golden watch on a silver chain appeared. It levitated itself around Applebloom's neck and the filly immediately opened it. The watch's face had those weird letters that Twilight used when she made lists in place of familiar numbers. However, there was a single number, a three, large and very noticeable in the center.

Applebloom furrowed her brow. "A watch? Ah don't understand."

Time Dancer raised its hooves-

Tick…

Tock…

-Over a tarnished tribal drum like Applebloom saw in history class. Where did that come from?

And then it played. A steady beat. One pound per… second?

Tick…

Tock…

Tick…

Tock…

Tock…

Tick…

Tock…

Tick…

What the? Applebloom's head ached as she tried to understand what she was hearing. How did you play a drum _backwards_?

Tock…

Tick…

Tock…

Tick…

Applebloom swayed and the white and black around her blurred into gray. The watch on her neck became hot and burned her. What was happening? What was the pulling she felt?

Tock…

Tick…

Tock…

Tick…

And then Applebloom woke up.

* * *

><p>AN: Sorry if the ending seems abrupt, but it's necassary to get the point acros in later chapters. Trust me, I think you'll like what I did, if you can't guess already.


	2. Chapter 2

Sorry this chapter took so long. You can blame my beta-reader for taking so dang long, who I will recomend when all this is done. Wait... what?

**Chapter 2: Reused Sand**

Applebloom's panting threatened to tear her little lungs apart. The fear within her had made her break out in a sweat.

_What the hay?_

She gulped and looked about her room. Everything was normal. The woods did not surround her, no monstrous ponies were chasing her. None of it had happened.

Applebloom sighed in relief and wiped her forehead. It must have just been a nightmare. A terrifying, long, _very real_nightmare. A nightmare that left her heart pounding and a vile taste in her mouth. But a nightmare none the less. She laughed in a poor attempt to ease her frazzled nerves. She quietly decided not to borrow Scootaloo's comic books about monster hunters and spend a good chunk of the night reading them anymore.

"Up and at 'em everypony!" Applejack called out, her voice going through their home a much bigger relief to Applebloom than she would ever admit. "Time tah get everythin' a goin'!"

The young filly wiped her brow and jumped down from her bed.

And froze.

Something was hanging from her neck.

Tentatively, oh so cautiously as if handling a snake ready to bite, Applebloom felt the cold metallic object on a chain and raised it up to her face.

A golden watch.

Her fear came back just as strong as she remembered it had been. She clicked it open to confirm her terror. A large three stared back at her.

It told her about everything that had happened.

No…

Everything that was going to happen.

"Applebloom!" Applejack called from downstairs. "Hurry up an' get yer breakfast. Twi's expecting you over thar in an hour."

Applebloom wobbled slightly about to pass out. It was going to happen again. Her friends would be turned into those… those things. What could she-

Hold on…

She could do something about it. She had been flung back in time! None of it had happened. Not yet, and not ever. Newfound determination gripped Applebloom. She would stop it from happening if it was the last thing she ever did as a member of the Apple family.

She barged through her door and ran downstairs. "Applejack!" she cried out. "Applejack!" She ran into her sister – literally – and the two of them tumbled to the floor.

"What in tarnation," Applejack cursed, rubbing her head. "What the hay's gotten into you, tackling ponies fer no good reason?"

Applebloom jumped up. "Ah got tah tell yah somethin'. Ah-" Applebloom blinked as her voice got caught in her throat. I've got to tell you that I've traveled back a whole day thanks to the Master of Time to tell you that if we go to Everfree Forest tonight, you'll be turned into a zombie, even though I have no evidence to back this fact up and it makes me sound completely insane.

Yeah, that would go over really well.

"What?" Applejack's face… Applebloom had never noticed the way her eyes would bend when she was concerned about what Applebloom had to say.

Tears welled in her eyes. She hated this, these memories of things that never happened. No one else but her would look at her sister's face and recollect about her becoming that… that thing.

"Are you okay, darlin'?"

No, Applebloom wasn't. But she'd have to suffer it.

"Ah'm… (sniff) Ah'm fine. Ah just have tah tell you… Ah love you."

Applejack was surprised by that. This wasn't exactly what she was expecting.

"Well, shoot, sugarcube, ah love you too. Come on, is somethin' wrong?"

Everything was wrong. "Ah don't think Ah tell you that enough, but Ah love you with every little bit of mah heart."

Applejack moseyed over to her sister and pulled her into an embrace. "A nightmare, right? Don't you worry none, there. It can't hurt ya anymore."

It could if she didn't do something about it. "Thanks, AJ. Promise me ya'll always be there for me."

"I promise, sugarcube. And you know jus' how dependable yer sister is. She won't ever break a promise. Ya'll wanna tell me what yer nightmare was about?"

"Not now…" Applebloom said. Hopefully not ever. She broke away from her sister. "Ah'll just get some toast and get goin'. Ah'm not feelin' too hungry."

Applejack nodded. "Alrighty then, iffin' yer sure. Don't ferget yer chores, okay? Ah need that all done if we're goin' tah see Zecora later."

Chores… Applebloom began to think.

"Hey… where'd ya get that watch?" Applejack suddenly asked.

Applebloom was caught off guard by the question, her pupils shrinking as she struggled to think of a good explanation. But how did you explain an expensive looking gold watch? Nopony would just give it to her. Well, except maybe her uncle or aunt.

Applejack moaned a little bit as her eyes swirled in their sockets. She shook her head to clear out the dizziness. "Oh yeah, Ah remember that thing, now. Shore was nice of Uncle Orange tah send somethin' so fancy, eh? Funny, considerin' they're stuffier than a pony with a cold."

Applebloom scratched her head, then softly sighed whilst deciding not to confuse her head anymore by thinking about what just happened. "Right… Uncle Orange. Ah'll, uh… Ah'll jus' be goin', then."

With a quick goodbye to everypony on the farm, Applebloom left as fast as she could.

_-tick-tock-tick-tock-_

Like she had said, she wasn't very hungry. No breakfast meant more time. She needed every spare second she could get to think of a plan. Applebloom took the long walk through Ponyville to get to the library where Twilight Sparkle lived.  
>Anything for more time to herself.<p>

Maybe she should just tell everypony what she saw, what had – _no, that's not right_– what was going to happen. If she could only find some way to convince them. Twilight would never believer her, though. Twilight didn't believe in anything she couldn't see. Applebloom sometimes bet that Twilight didn't even believe in air. Rarity would do like Applejack, tell her it was a nightmare and that it couldn't actually happen. Pinkie Pie… well, she'd probably believe Applebloom, but that was hardly worth anything. Sweetie Belle would believe her, but, again, that wasn't worth much.

She'd need to get creative. Look at this like… like one of those things Twilight did when she was bored. Puzzles, that's it. This was a puzzle. Applebloom needed only to find the right solution, one that didn't end in…

_That._

But what? Think as she might, Applebloom was stumped. Or her mind refused to react. Understandable, considering that, for her, the horror was not more than an hour ago.

Alright, what were the facts? She had traveled back in time, and everypony would be a zombie after dusk. No, tinier details. They were going to the Everfree Forest to visit Zecora. If they didn't visit Zecora, they wouldn't go to the Everfree. If they didn't go to Everfree, then no one would get turned into zombie ponies.

So, Applebloom needed to make it so they didn't visit Zecora. How to do that?

It was not until her head began to throb that she realized she'd reached Ponyville's library. She fell back and rubbed her sore head. A chuckle came from above her. Twilight's assistant was laughing at her.

"You know, most ponies knock with their hooves."

"Shut it, Spike," Applebloom told the dragon, being in no mood for the antics she had before begged so much for. How odd. The filly couldn't help but wonder what made this time around different.

_You know exactly what's different. Ya'll got a memory nopony else has. Yer different. You've looked evil in the eye. You've seen dead ponies. It's something only you've got._

She had an experience that nopony else had lived, she realized. Nopony could relate. She had an extra day's worth of knowledge.

Twilight opened the door with a smile. "Good timing, Applebloom. I just got everything set up. Come on in." Applebloom walked inside, inwardly groaning at her misfortune. She forgot that's she'd have to sit through all the good, the bad, _and_the boring parts of the day. A whole few hours sitting through the history of baking followed by the invention of the house, and then a dose of filly tales for good measure. The only thing worse than sitting through all that would be sitting through it all a second time.

Except technically it was the first time, since that time never happened. But she still remembered it. Did that mean it did happen? Hold on, no one else could remember it. Did all of time reverse itself or did Applebloom's mind simply go back? Did her body have an extra day's worth of age? Was there an alternate timeline where everypony was still-

Oh no, Applebloom had gone cross eyed.

"Applebloom!" Twilight shouted, rousing the filly from her befuddled state. Applebloom tried to shake her eyeballs into proper alignment.

"Huh? Wha' happened?"

"You completely zonked out on me. Are you okay?"

"Uh, yeah, sorry Twi. Ah just got thinking about a really hard puzzle is all."

Twilight beamed at that, her eyes sparkling somewhat. "Ooh, a puzzle! I can help with that. What is it?"

Applebloom rubbed her chin in thought for a moment. If anyone could solve a conundrum like this, it was Twilight Sparkle. Now Applebloom wouldn't even have to tell her anything directly, if she spoke the right words. "Well, let's _suppose_a bunch of ponies were gonna… err… were gonna do something bad." Wow, she hadn't realized she was so clever and deceitful. Or maybe she was big headed. "And ya knew they was gonna do it, and ya needed tah stop 'em without getting' caught. How would ya do that?"

Twilight looked thoughtful for a moment before replying. "A bit of a vague riddle, but nothing I can't work with. The best thing would be to take their tools."

"Their tools?"

"Their tools. You need stuff to do stuff, so take the stuff and they can't do other stuff. I hope I said that right."

Applebloom nodded, smiling brightly. "No, Ah get it, Twi'. That answers everythin'." Yes, without stuff, you can't do stuff. 'Doing stuff' would be going to Zecora's hut to bring her some books. Take away the 'stuff,' the books, and you can't bring books to Zecora. Problem solved.

"Great, then we can get started."

"_Joy._"

_-tick-tock-tick-tock-_

_The Princesses of the Sun and Moon were not equally respected. Far back, before pony kind had matured into what it is now, ponies feared the darkness of the night. They would hide away and spend the night asleep, hiding away from the things the darkness hid away._

This angered the Princess of the Moon. She spent a great deal of effort into arranging the stars, casting the moon's glow, weaving the gentle light of the night. But nopony would see it because they all slept.

The Moon Princess believed she was far more deserving of the attention the day received. Whilst the Moon Princess crafted an artistic night, she believed all the Sun Princess did was raise a single light into the sky. To this end, the Moon Princess refused to lower her moon one faithful night.

"They do not appreciate my night!" The Moon Princess declared with her heart filled with loneliness and jealousy. "My stars go unseen, my moon glows for nopony. Why should I end my night when only I have witnessed its glory?"

The Sun Princess tried to reason with her sister. "Please, I beg of you, let my sun rise. My light is needed so that the land may grow, so that ponies may live. Would you let them starve without my sun?"

The Moon Princess would not be moved. "Let them hunger for the day. Such ponies shall not be needed in my new world. They shall be quenched by my night or they shan't be quenched at all!"

Try as she might, the Sun Princess could not convince her sister to lower the moon. When this had continued for a great deal of time, and ponies were crying out in fear and anguish, the Sun Princess had no choice but to fight her beloved sister for the right to control the celestial bodies of the sky.

The Sun Princess faced her sister in their chambers and, with a heavy heart, challenged her head on. The battle that ensued was the mightiest that had ever been, and perhaps ever shall be. Those that had been naught a horizon away could see the sky ripping apart as though the sun and moon themselves exchanged blows. When at last the sisters had worn themselves to the brink of exhaustion, they both made a terrible mistake.

While the sisters ruled Equestia, their friendship gave them access to the most powerful magic ever conceived: The Elements of Harmony, six gemstones of limitless magic. However, the Elements will only work so long as the bearers are in harmony themselves. The sisters, as they both tried to harness their strength, fueled and divided the Elements and caused their magic to spiral out of control. The sister's disharmony tore apart the land and bent nature into a horrible, disfigured mess of what it once was. The trees became ugly, the animals became vicious monsters, and the very air was poisoned with jealousy and sorrow.

In the end, the Princess of the Sun was left standing, but the Moon Princess would rise again. With what little harmony the Sun Princess had left with her kingdom, she used the Elements of Harmony to banish her sister to her very own moon.

In the wake of their battle a forest sprawled where once the land's most wondrous city spanned. A darkness and disharmony would always be in that place, whether day or night, whether there was joy or sorrow within. There was no longer harmony there, only chaos.

And, thus, the Everfree Forest was made.

_-tick-tock-tick-tock-_

Twilight closed the tarnished book with a satisfied smile. "So, what did you think Applebloom?"

Applebloom smiled sincerely. "Ah thought it was a pretty in'erestin' story."

Twilight was pleased. This was so much easier than dealing with Applejack. "Wonderful. What did you think was interesting about it?"

Interestingly, the little filly actually had paid a great deal of attention to the tale. She knew she needed to, after all. "Ah thought it was cool. It was a great story, jus' like Grandpappy would tell. Wouldn't that be somethin' if the forest really was all magic and evil and stuff?" Applebloom was glad she had asked Twilight what the word 'irony' meant. Appreciating it made her situation a little more bearable.

Twilight rolled her eyes. "If only. I sincerely doubt that's what happened. I think it would be in a history book rather than a filly tale book."

Again, Applebloom grinned at the irony. "Yeah. Ah never believed any of that Nightmare Moon stuff anyhow."

The look on Twilight's face almost made sitting through her lessons a second time worth it. "Uh-I… well." Twilight chuckled. "Well."

Applebloom took Twilight's stunned moment of silence to think. The lesson was still a waste of time, even that new story. She was hoping to maybe find some super secret information that could instantly fix the Everfree Forest and maybe what caused the zombie ponies into being, but that may have been expecting too much. Oh, why did she have to put that hole in the barn?

Time wasn't something Applebloom had a lot of to waste, and she didn't even have the time to let everypony know that. She needed every spare second to think and plan, even if she had done something that should ultimately stop everything.  
>"Well, this history lesson sure was in'erestin', but Ah think Ah need tah get goin'. An account a' all the chores I gotta do. Yep. Chores."<p>

Twilight smiled, but then frowned and scratched her head. "That's odd. We've covered everything, but I can't help but feel we ended this too early."

Growing up on a farm kind of builds an internal clock into you. Applebloom knew what time it was without even looking at her new timepiece and thus knew that she had indeed gained a couple extra minutes than last time. "Oh well, what can ya do? Welp, see ya later Twi'. Bye." Applebloom turned around and tried her best to make sure she didn't just up and run out.

Twilight glance around the room at her many book covered tables as if looking for something. "Spike," she called out, "Have you seen those books I was going to bring to Zecora?"

"On the table where we don't eat!" Spike called from the second floor of the library. Applebloom briefly wondered what he had been doing up there all this time.

"They aren't here!" Twilight called back.

Applebloom smiled proudly as she trotted out the door. Since Twilight couldn't find her books, she would have no reason to visit Zecora. Don't visit Zecora, don't go into the woods. Don't go into the woods, don't find the zombie ponies. Problem solved.

Still, better to be safe than sorry. Applebloom did just so happen to have chores to accomplish that led her to all her friends who happened to want to visit Zecora. The more reasons not to go, the better. With the extra few minutes she had gained, she began to ponder what to do about Rarity…

_-tick-tock-tick-tock-_

Applebloom knocked on the door of the aptly named Carousal Boutique and waited.

And waited.

And waited some more.

"Sorry, just a minute~," a voice sang from the other side. Applebloom sighed. She didn't have time for this…

The purple doors opened and a white unicorn popped her head out.

"Aah, Applebloom," Rarity greeted with a warm smile. "How good to see you. You're here for the scarf, right? Come in, come in, I just need to check something real quick." Rarity hurried back inside and Applebloom followed.

Once Rarity was on the other side of the room, the filly wasted absolutely no time in grabbing Rarity's cat off the floor where it was sleeping and tossed it into the closet meant only for rain gear as quietly as she could. Some thankfully muffled mews and tears came from within. Applebloom wiped her brow and thanked her lucky stars she came up with this on the way over.  
>The unicorn still had her back turned to Applebloom.<p>

Rarity's horn lit up with magic and she telekinetically brought Granny Smith's favorite scarf down from a shelf and around to Applebloom. She gave the old scarf a once over. It was absolutely seamless; if there had been a tear or it had been as old as Granny Smith claimed it was, it was impossible to tell by the eye alone.

The tan earth filly was sweating. The white unicorn didn't notice. "Does your grandmother really want to keep this old thing?" Rarity asked, giving the scarf a once over as it hung by her magic in front of her. "I'm not trying to be rude, but surely a scarf of better quality wouldn't be so much trouble to get. I could very easily make one just like this if she wanted. It would be my pleasure."

Applebloom took the scarf and placed it in her pack. She tried her best to relax her mind and calm her breathing, to forget about what she had to do or what would happen. She looked around the boutique and wished she could take the owner up on the offer. The many fancy fresh dresses and clothing articles on the dummies appealed to Applebloom in a way she didn't quite understand. But Applejack and Granny would never get something as girly as the things Rarity made. Applebloom really didn't get why.

Applebloom blinked in surprise. Those thoughts were exactly on mark with what had happened last time. Was she in a sort of rut if she didn't actively think about the last time around? She decided to experiment with this. "Thanks, Miss Rarity, but Granny likes her scarf a whole lot. Ah don't think you'd even get her to consider the idea." Applebloom crossed her eyes and laid her apploosian accent on thick. "Git mahself a new scarf? Yer a fixin's fer a whoopin's, ain't yah, yah no good pompous city filly!"

Rarity giggled at Applebloom's imitation, her violet mane bouncing slightly. "Now, now, you should respect your elders little miss."

Applebloom rolled her eyes back to normal. "Ah'm just foolin' around. Anyway, thanks for fixin' this. Granny will be real happy to get this for sure."

"Why though?" a different voice asked. Applebloom smiled at Sweetie Belle as she stepped down the stairs. The younger unicorn looked thoughtful. "Why does your grandma care so much about that silly old scarf?"

"Sweetie Belle," Rarity said warningly.

"What? You called it old too."

Rarity gaped at that. She did, didn't she?

Applebloom focused her thoughts. That was enough of that. She couldn't waste anymore time. "Well, that's Granny for you. She does all sorts'a strange stuff. Anyway, Ah really gotta go do mah chores, so I'll be seeing ya."

"Hold on," Rarity said, looking around. "Wasn't Opalescence here a moment ago? Where did she go?"  
>Appleblom froze and struggled to allow her thoughts return to the rut. It wouldn't. Then again, this didn't happen last time.<p>

"Err, Ah saw her run by me, but Ah didn't see which was she went."

Rarity began to panic somewhat. "Oh no. My Opalescence can't survive without me. I need to find her! Opalescence! Opalescence! Mummy's coming!" Off she went in the completely opposite direction that Applebloom had tossed the cat.  
>Sweetie Belle's face couldn't express all the irritation she was feeling. "Oh great, here we go. Last time that stupid cat was missing, Rarity wouldn't stop to go get some food. We might not get to go to Zecora's later."<p>

_Perfect._

"That's too bad," Applebloom said, hoping her sincerity didn't sound as fake as she thought it did. "Ah hope ya'll find her, but Ah really need tah get goin'. Chores an' stuff to do," Applebloom zipped away, leaving her friend somewhat confused. But that was certainly better than being undead.

Now Sweetie Belle and Rarity would be safe, at the very least. It took them two hours to get ready before, and this time Rarity's cat was missing. They'd waste their time looking for her, and even if they did find her they'd find their rain gear in ruins. No rain gear, no going into Everfree forest. No going into Everfree forest, no zombie ponies. Problem solved.

_-tick-tock-tick-tock-_

Time Winder's still remained the oddest store in the town. It still remained _too_plain looking. And Sugarcube Corner suddenly sounded like a great place to visit. Stupid rut thoughts from the first time(?) making her think about food. Maybe skipping breakfast wasn't such a good idea.

No, Applebloom couldn't think like that. She needed to save as much time as she could. That meant she just had to run in, grab Big Mac's clock, and get out. Easy peasy.

Except the same thing happened as before. She became mesmerized by the sheer quantity of the clocks and their amazing mechanical workings. Wooden ponies running in jerky circles, dragons flapping their wind while flying about, and many other strange scenes and mundane tasks.

And then Applebloom noticed something. Something peculiar. Maybe even a little scary. She had been to homes that had more than one clock before. Sometimes they were close enough together that she could hear them both at the same time. It seemed an odd thing to take notice of, but Applebloom remembered that they were always a little off of each other. Their ticking was not synced up and was always separated by a second or two.

That was not the case here. All the clocks were running together _perfectly_. They made a collective harmonic sound that could very well have come from a single-albeit, very loud-clock.

Tick…

Tock…

Tick…

Tock…

"Isn't the way they move just marvelous?"

The filly leaped practically three feet in the air from surprise. "Holy moley! Ya'll scared the bajeebers out a me!"  
>Sand Whooves chuckled slowly and offered an apologetic grin. "I tend to do that."<p>

Applebloom blinked. Sand Whooves was talking a bit slowly. _What the…?_

Sand Whooves trotted over to his hoof-made automatomic clocks and sighed wistfully. "Aren't they all wonderful? My life's work, clocks. They keep track of time, but I make mine special. I like to think so, anyway. Each one has a little memory in them, a small bit of time that never ages and never changes until the gears within, so like the gears of our lives, wears out. A sad fate, alas, but then where would the beauty in our lives be if it wasn't? Wouldn't you agree?"

"Uh…" This was bizarre. Beyond bizarre. Sand Whooves sounded far more… subdued than last time. Calmer, more relaxed. This was completely different. And the truly strange part was that Applebloom was just going down that predefined rut at this point.

The brown earth pony closed his eyes, lost in a far of memory. "I remember learning that lesson the day I received this mark upon my flanks. Some might say it's odd that it's an hourglass when I specialize in clocks, but I know better. Sand and gears aren't all that different, if compared to time. Every grain of sand moves and shifts the others, like the gears in a clock do. And every tick and every falling grain leads to this moment. My, could you imagine if one were to travel even just a day back and shift the gears, or move the sand? The changes you could make, the possibilities a pony could explore…"

"Mr. Whooves…" Still following that rut.

"Oh, yes, you walked in here so you must be a customer. And, may I say, you have wonderful manners."

"Right, thanks Mr. Whooves. Anyway, Ah'm here for mah brother's clock, and Ah'm kind of in a hurry-"

Mr. Whooves grumbled a short chastise to himself. "Oh, how could I forget? You're Applebloom, correct? Sister to Big Macintosh. Then you must be here that old wind up thing. Completely slipped my mind. Wait right here, little one, and I'll get your brother's fossil from the back."

Amused, Applebloom nodded. Mr. Whooves quickly retreated into the back of his shop. Applebloom took this moment to be utterly baffled. What was this? How could this be? She knew that Sand Whooves moods and quirks varied drastically every time Applebloom saw him, but this… how did you even respond to this?

His mood changes transcended time!

He returned with a simple wind up clock in his mouth, which he promptly put into Applebloom's saddlebag.

"Thanks Mr. Whooves."

"My pleasure, little miss. An old thing like this is so easy to repair that my requiring payment to do so might constitute as robbery. In fact, just so I don't get into any trouble with the law, here is a full refund." Mr. Whooves placed a pile of bits into Applebloom's hooves. "And tell your brother that he has my respect. Not many ponies would go through the trouble of keeping an old thing like that. Then again, he also keeps your granny around."

Applebloom snorted and waved a goodbye, unable to properly say one.

"Goodbye little flower. Until the next time we meet. Heh, time. That's a good one."

Wow, that store really was odd.

_-tick-tock-tick-tock-_

Applebloom knew she had no time to spare to think about Mr. Whooves. But it was distracting. Distracting enough that the Time Rut (as Applebloom decided to call it) was not easy to follow. Applebloom did not stare in awe at Sugarcube Corner or think about pastries and candy. Her thoughts stayed with Sand Whooves and his distinct personality trait of have multiple personalities. Why did his tendencies change this time? Why didn't he follow the Rut like everypony else was?

The chime of Ponyville's clock tower aroused her from her thoughts. A sound that once barely registered to Applebloom now served as a reminder that the clock was ticking. Shocking as it was, mulling over Mr. Whooves would do Applebloom no good. She needed to sabotage Pinkie Pie's plans to party at Zecora's hut. That would be simple. There was an easy opening in the Time Rut to stop her.

Applebloom rang the bell at the front counter. She waited for a moment, wondering where Pinkie was. She remembered too late that-

"Hiya, Applebloomy!" Pinkie Pie shouted from right beside Applebloom's ear. With a yelp, she bucked up and fell onto her back. Four times in a row, man!

"Ugh… hiya Pinkie" Applebloom greeted from the floor. She looked up at the pink pony and tried her best to give her a dirty look. "Ah didn't notice ya come in."

Pinkie nodded furiously in agreement and grabbed Applebloom by her bow, flipping her back onto her hooves. "Yeah, that's super duper weird, cuz lotsa ponies tell me that whenever I answer the bell. So, are you excited about going to visit Zecora tonight? Are ya, are ya, are ya? Cuz I am! When we get there, I'm gonna bring Zecora a batch of cupcakes! And I heard from Twilight that the place where Zebra's come from doesn't have cupcakes, and I was like 'Whaaaat! Ya gotta have cupcakes, what's life without cupcakes?' So I'm making Zecora a batch right now with all sorts of different flavors and frostings and decorations and, oh I'm sorry, you rang the bell, which means you're here to shop! Give me a second." Pinkie Pie jumped behind the counter and smiled at Applebloom. "Hi, and welcome to Sugarcube Corner! How may I help you today?"

One advantage to this whole situation Applebloom found herself in was that, for once, Applebloom could predict what Pinkie Pie was going to do. "Ya'll so crazy, Pinkie Pie."

"And that's what makes me a great Element of Laughter," Pinkie retorted with a sincere but unnecessarily huge smile.

"Ah came tah pick up mah sister's order of candy apples, iffin' ya don't mind."

"Ooh, right, candy apples!" Pinkie yelled, ducking under the counter. "I know I put those here somewhere…" The many unbelievable sounds of Pinkie looking for candy apples were just as strange as the first time, but less distracting. Pinkie popped back up with the colorful box, looking pleased with herself. "Here we are. Complete with the discount given to the family that brings us the tastiest apples. Well, your family is the only family that brings us apples, but they're still pretty darn tasty!"

"Thanks Pinkie. Ah don't suppose you could sneak me a couple pieces 'a fudge, now could ya?" That's odd. Her craving had changed.

Pinkie Pie looked around. "Since nopony's looking… a special gift from your Auntie Pinkie Pie." Pinkie immediately pulled out a bag of treats and Applebloom blinked. How, in the name of every pony ever born, did Pinkie Pie do that?

"Uh, thanks," Applebloom said slowly, taking the snacks and not bothering to hide her confusion. Doing anything with Pinkie was a great way to make one's head explode.

"Hey, are you okay? You look like my sister when she found out where foals come from, except you're not gray and your eyes are the wrong color and she didn't wear a bow and-"

And then a thought occurred to Applebloom. She remembered what was going to happen next or at least what was supposed to happen. Pinkie wanted to tell Applebloom to bring some lights to fight off ghosties-err, ghosts. The reason was because of advice her grandma had given her, or at least it related to it. But she remembered Pinkie's cutie mark story and how dull and lifeless her family was.

It wasted some time, but Applebloom was sure she had already succeeded. She had to ask. "Hey Pinkie."

"-and she could play music and was really good and the cello, but she was a farmer like you, except she farmed rocks, and *gasp* yes Applebloom?"

"Ah'm gonna be bringing some candles an' lights an' things tah keep the ghosts away if we're gone too long at Zecora's place."

Pinkie's eyes sparkled. "Ooh, you're doing that too? Everypony always gives me funny looks when I say I want to do that. It's so nice to find somepony else who does it!"

"Actually, Pinkie, Ah was jus' thinkin' about yer Granny Pie, on account 'a the fact Ah got the idea from her. She seems different from yer family ya told me about one time."

Pinkie looked thoughtful. It wasn't an appropriate look for the party pony. Her usual cheerful demeanor had dwindled a bit and left a semi-serious Pinkie Pie in its place. "Granny Pie… she really was different from Daddy Pie. But Daddy Pie was the one that was different." She sighed solemnly. "Daddy didn't know Granddaddy Pie. I sure as hay didn't. So Daddy Pie had all the fun taken out of him before I was even born. Poor Daddy…" Then Pinkie smiled the way she usually did. "But that's okay, cause I put the fun right back into him! I'm so happy I could be a blast to the past for him. He's been so much more extra special fun since then."

Applebloom scratched her head. "Now hold on a second, thar. Ya'll said that yer daddy never knew yer granddaddy. How could ya be a past blast fer him?"

Pinkie's smile only grew larger. "Daddy said I've got some of Granddaddy in me, since I came from Daddy and Daddy came from Granddaddy. He can look at me and see some of his Daddy. Which in funny since I would be a mommy, but I think he's right. There's a little bit of the past in all of us, even if we never get to see it."

Applebloom didn't know what to say to that. It seemed so ridiculous. Pinkie logic usually was. However, she couldn't help but feel what Pinkie was saying was… right somehow.

What was she doing? She didn't have time to be taking trips down memory lane, especially somepony else's. She had to get back on track. "Say, did ya'll leave Gummy in the tub? Ah think Ah here water runnin'."

Pinkie gasped. "Oh my gosh! You're right! Byeseeyoulaterdon'tforgetthelightsbye!" With that, the pink pony zipped away so fast that Applebloom couldn't tell which way she went.

Applebloom quickly ran into the kitchen, feeling really bad about what she was about to do. A very pleasant smell was wafting from all the ovens. The many cupcakes that were meant for Zecora…

Applebloom turned all the ovens up to full power and took a quick peek inside each to make sure the flames were stronger than they needed to be. The cupcakes would be burnt and inedible, just like her own had been when Pinkie Pie had tried to be so helpful.

She walked out of Sugarcube corner, moving at a leisurely pace and feeling pretty proud of herself. No cupcakes (and possibly a burnt down building), no going to Zecora's hut. No going to Zecora's hut, no zombie ponies. Problem solved.

She hoped.

_-tick-tock-tick-tock-_

Applebloom found herself thinking about bland Apples again as the orchard of her family's farm loomed around her. She didn't think being bland and predictable was such a bad thing anymore. Excitement was overrated if she had to live through days like this. Sure, there was some adventure to be had in trying to make a terrible disaster never happen, but the memory… the memory was too much. She would never be able to see her sister in the same light.

Those eyes. Those cold, _hungry_eyes…

Applebloom yelped as she banged her head into a support beam for the barn. She was really distracted today.

"What was that?" Applejack called, followed by the sound of nails dropping.

"Erg… hiya, AJ. Got yer candy apples."

"Hot tar!" Applejack shouted. She dropped her hammer and leapt from the second level onto the first floor. She quickly trotted over to Applebloom with a silly smile, and then suddenly frowned. "Don't ever do that."

Applebloom's head was still spinning from the throbbing. "Wuzzat? Yeah, no jumpin' from second stories. Got it." She wobbled slightly but managed to pull out a candy apple to give to her sister.  
>Applejack took the apple, a single brow raised. "You okay there? Thought Ah heard somepony run into a tree."<p>

Applebloom shook the stars from her eyes. "Yeah, Ah'm okay. I've been through worse." Much worse. "Ah was distracted is all."

"Are ya still thinkin' about that nightmare?"

If only it was a nightmare. "Not exactly. Ah got tah talkin' with Pinkie, and talkin' got me thinkin'…"

Applejack rolled her eyes. This ought to be good.

"What were our parents like?"

Applejack fumbled her candy apple. She wasn't expecting a question like that. "What made ya think 'a them?"

"Just tell me… please?"

Applejack scratched her head at her sister's misty gaze. "Well… iffin' yer really that in'erested. Gee, this is sudden. Well… Pa was a hard workin' and dependable pony. He ran this farm with every ounce of his grit n' spit, an' then a little more. If there was anypony that wouldn't let you down, it was him. Why, shoot, did ya'll know that dear ol' Pa saved Ponyville a couple a' times? Ah gotta tell ya about it eventually. He was an honest, hard workin' pony, plain and simple."

Applebloom was wearing a smile. This was promising. "An' Ma? What was she like?"

"Ma…" Applejack smiled fondly herself at some far off memory. "Ma was the sweetest thing. She was always helping out her friends when she could. Good pals with the mayor an' Mrs. Cake, too. Ya know she helped 'em get their cutie marks, but that's a whole story all on its lonesome. And she was always trying tah help out when she could. Mind you, she didn't always do so good at that, but her great big heart was in the right place. And she was real good at makin' friends with anypony, if they was good enough tah be friends with. Ya wanna here more? I gots tons 'a stories."

"Nah. The short version'll do fine. Thanks AJ. For everything."

Applejack still looked confused but let the subject go. "I don't rightly know what Ah did, but yer welcome. Now go on and get ready. We need tah get goin' tah Zecora's soon."

Applebloom nodded, way more chipper than she had been before. She returned to the main house and went to the restroom to gaze into the mirror. She admired her own reflection and the bow upon her head.

"Hiya, Ma." Applebloom said to her reflection. "Ah guess Ah don't need tah be wondering what you an' Pa were like anymore. If Ah wanna see Pa, Ah jus' gotta look at Applejack. An' if Ah wanna see you… Ah jus' gotta look in the mirror." She felt her heart bubble a bit, thinking that a piece of her mother was in her, always.

"Who are you talkin' to in there?" came the slow drawl of her older brother.

Applebloom stepped out to the hall to greet Big Macintosh. "Hey there, big brother. Ah was jus' talkin' to mahself. Ya want that clock of yers, right?" Applebloom reached into her pack and pulled out the aforementioned time piece.

Big Mac's expression was hard to read as he took his clock in a hoof. "Thanks, Applebloom. But, if yah don't mind me askin', where did you get that watch yer wearin'?"

Applebloom blinked as she suddenly registered the watch the Time Pony had given her. She had completely forgotten about it. "Err, this watch? The one around mah neck?"

"Ay-yup."

"So… you don't remember where Ah got it?"

"Ay-nope."

"Yah sure?"

"Ay-yup."

That's odd. Why didn't Big Mac think she got it from her Uncle like Applejack did? "It was a gift from Uncle Orange. Ya'll seriously don't remember?" She wondered briefly if 'not lying to a pony's face' ran in the family. She could practically hear her fib in her throat.

"No, Ah don't," Big Mac raised a brow in suspicion.

"Go ahead an' ask AJ, she'll tell you. Well, Ah gotta get ready tah see Zecora, bye!" she zipped passed the large red stallion and into her room.

More questions that couldn't be answered. First Mr. Whooves was changed beyond time's influence, and now Big Mac was unaffected by… whatever it was that had changed Applejack's memory.

It didn't matter, Applebloom told herself. It was over anyway and she'd be able to put the watch away and never think about zombies or that Time Pony ever again.

Everything was going to be fine.

_-tick-tock-tick-tock-_

Everything was most certainly _not fine_.

"I suppose it's a good thing Opalescence ruined those outfits. They were out of style anyway," Rarity looked sad, though, in her practical but plain looking rain gear.

Sweetie Belle was enjoying the opportunity to jump around in the mud while not having to worry about Rarity getting mad at her for getting dirty. She didn't even register that her sister had said anything.

Applejack rolled her eyes. "Couldn't be that they weren't any good fer all the muck around us, could it?"

Rarity gave Applejack a begrudging look. "Okay, yes, there's that too."

Stupid, stupid, stupid. That's what Applebloom was. Stupid. She should have known better. She should have planned for this. But she didn't.

Twilight scratched her head, looking thoroughly confused. "I'm getting the weirdest feeling that something is missing right now. Like I'm supposed to be thankful for something…"

She should have known that Twilight, the dear and sweet friend that she was, would go out of her way to tell Zecora that the books she had meant to bring had been misplaced. Stupid.

"You know, I'm having the same feeling right now," Rarity agreed. "Like this outfit isn't right, like I should be wearing something else."

She should have known that Rarity, persnickety though she was, cared a lot more about making a friend happy than the way her own self appeared. Stupid, stupid…

Applejack shrugged. "I ain't feelin' a thing."

Pinkie was happily hopping along, oblivious to the greatest of queries. "You know, I've always wondered, why don't they ever make paths through the forests? After all, there are all sorts of neato plants and herbs and things ponies use that I don't even know about, and Everfree Forest is the best place to get them, so why don't we make a safe path there, but then I think 'Pinkie, you silly willy, there isn't any safe path, there's all sorts of monsters-"

"Pinkie," Twilight said over the pink pony's din.

"-and tear you to bits, so of course you wouldn't come out here, but then I wonder why Zecora _lives_out here, and I think it can't be that bad, but we almost got eaten by a Hydra once-"

"Pinkie," Applejack tried to interrupt.

"-and then I told him about the time we all were climbing up that mountain to get that big ol' dragon to go somewhere else and how scary he was and how _crazy_it was that he didn't like parties and how Fluttershy totally told him what a meanie pants he was-"

And, of course, she should have known that Pinkie Pie would have a batch of emergency cupcakes at the ready in case something happened. What would Pinkie be if she didn't have emergency party supplies? Stupid, stupid, stupid…

"-so then he was like 'grrr' and I was like 'for serious?' and he was like 'blarg' and I was like 'holy gasp!' and he was all like 'derp' and I was like 'burp' and we-"

"Pinkie," Sweetie Belle moaned.

"-they had ice cream and chili cheese fries with extra marshmallows and all the tin cans you could ever hope to stack, which was crazy because of how wacky Mr. Dust acted at the masquerade-"

"Pinkie," Rarity practically threatened.

"-all those insane birds! You'd think they'd never tried mustard before! But that was okay, because I found the relish in the hoof locker in the chest of drawers in the mailroom in the deepest jungle in the-"

"**Pinkie!**" Almost everypony shouted.

"Yes?" Pinkie replied as though she hadn't just been screamed at.

"We're here," Twilight said, pointing to the large and rather creepy hut in which Zecora lived and did her work.

"Well why didn't you say so? Cupcake time~" Pinkie Pie bounded towards the door. There was an almost collective eye roll. That was Pinkie Pie for you.

"Hey Zecora!" Pinkie cried out as she knocked on the door. "We're here to not deliver books and have lunch and give you baked goods!"

The zebra that lived in the hut opened the door to get several hoofs to the face. "My friends – oof – how nice to see you've – erg – come around, but why is it – gerg – my face you must pound?"

Pinkie immediately stopped and gave a tremendous grin. "Hi-dy ho, Zecora! It's been so long since we've gotten together and had lunch and I'm just soooo super duper happy to see you."

Zecora rubbed her head and stepped aside to allow her friends to come inside. The cauldron bubbled with a sickly yellow colored soup, and the ponies present (except Pinkie and Applebloom) wondered if it was possible for something so vile looking to smell as good as they thought it did.

"My friends, come in and have some food. Though something Pinkie said has slightly dampened my mood," Zecora raised a brow at Twilight, who sighed in return.

"I'm sorry, Zecora, I really am. I turned the whole library upside down, but I lost the books you asked for. I don't know what  
>could have happened to them."<p>

Zecora frowned but didn't seem angry. "Sad as that is I am glad you are here. The forest fills most visitors with fear."

"Hey, Zecora," Applebloom murmured as she went up to give Zecora a hug. Zecora returned it with a smile.

"Applebloom, my dearest of friends. I'm so happy you could come and see me again." She leaned in close to Applebloom's ear. "I see a sorrow in your slow walk. Give me a moment, and then we can talk."

Applejack sat down at the small table along with everypony else (except Pinkie), and took her hat off. "Haven't got the slightest idea what ya got there, but it sure smells nice."

Zecora opened her mouth to respond, but Pinkie jumped at the chance to stuff a chocolate cupcake into in her mouth. Zecora choked.

"Aren't they just great Zecora?" Pinkie asked as she bounced up and down. Zecora struggled to swallow the baked good. "I bet they don't have anything like that where you come from. It's the bestest, most tastiest thing you can get in a cup, except maybe Gummy's favorite punch, because that stuff is _really_ good. Ooh, ooh, I know! I could combine them! It would be super extra tasty, _then_it would be the bestest thing you could get in a cup!"

Applebloom sighed to herself. Reliving the exact same thing over again felt incredibly similar to when her teacher in school made her reread something over again. She really didn't want to bother sitting through all this.

At some point, Applejack had jumped up and performed the Heimlich maneuver and forced Zecora to hack it up. "Whoa, you okay there, partner?"

Zecora breathed in relief. "Thank you Applejack, that was a bother," she then blushed and smiled sheepishly. "Might I… trouble you for another?"

Applebloom slumped her head forward and droned out the rest of the conversation. She was scared all over again, but had a few more ideas. She needed to get everypony to leave the hut way earlier than the first time. But, just to be on the safe side, she had another idea.

She was going to ask for help.

"Our meal is nearly ready, we'll need food ware. Applebloom, could you help me, if you care?"

Applebloom nodded and followed Zecora into another room where bowls of many sizes were stacked in rather disheveled piles. The Zebra turned to the filly and looked worried. "Your eyes betray emotions I wish you didn't feel. I want to be the one who helps you heal. An open ear and open heart is what I lend. Anything for a dear friend."

Applebloom took a large breath and heaved out. This was very nerve wracking. "Zecora, Ah need your help and Ah need it bad. Ah'm gonna tell ya somethin' that Ah really hope you'll believe…" She gulped. "Tonight, everyone is going to be turned into zombie ponies."

Zecora guffawed at that. "Zombies? You mean the undead? Are you sure you are right in the head? How do you know this madness will take place? How do you-"

"Stop right there Zecora, don't lie to mah face." Applebloom shook her head. That was a strange feeling. "Ah know what's gonna happen because Ah traveled through time. Ah lived this day already, an' that time everypony…" Applebloom gulped and shivered. "Nopony but me made it. Yah need tah help me. Ah know you can."

Zecora's eyes widened slightly. "How do you know this, how can you expect me to believe? Prove it to me, if it is the truth and not an attempt to deceive." It seemed like Zecora was begging more than anything else. If she wanted it, she would get it.

"Yah told me about yer cutie mark the other time. About yer friend that was – what was the phrase ya'll used? – 'betwixt an' between life an' death'. Back in yer home you were taught herbs by a dead zebra, an' you helped the dead zebra an' his dead teacher reach the afterlife or whatever. Am Ah right or am Ah right?" Applebloom was shivering. From fear? From frustration? She didn't know and barely cared. She was running out of time and out of options.

Zecora stepped back, clutching her skull in a hoof. "I have not told that tale in so long. For you to know that… you cannot be wrong. Time travel… monstrous undead… it's all simply too much for my poor head."

"Can ya'll help me Zecora?" Tears threatened to escape her eyes. Yes, she was feeling fear alright. She was getting closer and closer to… those eyes.

Those hungry, hungry eyes.

Zecora bit her lip. "I am not sure what I can do. The evil in this forest, I know it to be true. But my natural power is not enough to fight back. The books Twilight was going to bring would have shown me the right form of attack."

Applebloom gaped. Zecora needed those books to deal with the undead zombies?

Oh, horse apples.

"Ah… oh… huh…" The tears freely flowed now. Her terror only increased.

Zecora held Applebloom close and soothed her as best she could. "Do not worry, you will be protected. There are some details you have neglected. They only gain power when the sun has set. So long as you leave before all light is gone, with them you will never have met."

"I'm scared, Zecora."

"I am too." Zecora's eyes glazed with memories. "Just like you."

_-tick-tock-tick-tock-_

"Are you sure you want to do this?" Twilight asked. She glanced at the zebra who had been rather withdrawn practically the whole time they had been there. "It's not that far of a walk to Ponyville."

"I would feel better this way," Zecora said with a smile and nod. "I want to see you home safe while it is still day. No trouble it is for me to go. Besides, I need the exercise, I've been feeling slow."

Twilight shrugged. "If you're sure," Twilight turned and began to walk down the non-existent path with all her friends in tow.  
>Zecora turned to see a grateful Applebloom smiling at her.<p>

Applebloom felt safe now. Zecora would make sure they got home safe. And it was daylight anyway. They couldn't get them.

Still, there was something odd about the Everfree Forest. Its trees loomed around them as if they wanted to grab and never let go.

No. It was just her nerves. The sun was out. The zombies couldn't get them now. Nothing would hurt them. That didn't make the forest seem any less friendly. There was still something odd about the forest, something that made the forest different from any normal time.

Darker.

Quieter…

Nicer smelling?

Oh no.

Twilight suddenly stopped and looked around. "This can't be right…"

"What is it, Twi… oh my." Rarity looked at the fallen tree that was in the way of the sole path. It was much too large to climb over, and the trees around them were too dense to make it around.

"Ah can't believe we didn't hear that," Applejack mused.

Zecora glanced at the fallen tree and then at Applebloom. They both shared the same terrified look. Why was this happening so early in the day?

"It must have happened while Pinkie was having her karaoke moment," Rarity shook her head. "This doesn't bode well."

"Hold on, hold on," Twilight said as her horn began to glow, along with the tree. With a grunt, Twilight used her magic to fling the tree into the air to who knew where. A large crash could be heard off in the distance. "Whoo… that wasn't (wheeze) so bad…"

Sweetie Belle poked Twilight's leg. "Um, Twilight," she pointed ahead, and everyone groaned. A stack up of about five trees, just as large as the first, was in their way.

"Now ain't that jus' the dardest thing…" Applejack thought aloud. "That doesn't seem natural."

Pinkie Pie gasped loudly and pulled a flashlight out of her pack and held it in her mouth. "The ghosties are trying to get us!" she yelled in a muffled tone.

Twilight sighed in aggravation. "Of course. Ghosts," Twilight turned to Pinkie and shielded her eyes from the light with a hoof. "There aren't any ghosts here."

"Well, _duh_, of course there aren't any here or else I would laugh at them."

Rarity placed a hoof of Twilight's shoulders, seeing her eye twitch. "It's best not to argue with her logic. Your head will explode."

No, no, no, no. It was all happening again. But how? It was daylight…

"We need to get around fast," Zecora said as she looked around, more to herself than anypony else. "Soon we shall face shadows of the past."

Applebloom didn't know what to do. That pleasant smell got stronger…

There she was, right on queue. Maybe if Applebloom ignored her, nopony else would notice her and they'd just keep arguing.

"Applejack, ramming it is not going to help."

"Erg, just hold on, Twi', iffin' you can move it with magic, Ah can move it with mah strength."

"Darling, I don't think that's what they mean by 'use your head.'"

"Hey, everypony!" Sweetie Belle called out, getting Pinkie's and Zecora's attention at the least. Why, Sweetie, why? "I think I see Ditzy over there." At the sound of a familiar name, the others perked up and turned their heads.

"That's not Ditzy," Pinkie declared around her light. "I know every pony in Ponyville, and unless Ditzy got younger then that is not her. Ooh, maybe she got younger and we'll get to throw her birthday parties all over again! That would be supper to have, like, two of every birthday party you ever-"

"That isn't our mailmare…" Rarity agreed, though with much fewer words. "That's just a young filly."

"Just a young filly in the middle of the Everfree forest," Twilight interjected.

The gray filly glanced their way, then immediately hastened away into a small opening in the trees.

"Wait!" Twilight called and began running after her. Applebloom held her head as everything began to swim. She couldn't stop it no matter how hard she tried. She began to wish that everything would just hurry along, that she could just get to the end of the nightmare all the faster…

**Tick-Tock-Tick-Tock**

"Since you're here, please enjoy and help yourselves to food and drinks. There's enough party for everypony," Grey Hoof looked over at Pinkie Pie bouncing around wildly, blowing on a party whistle. "Looks like somepony's already grabbing some."

Applebloom blinked and quickly looked around. What the… how did she get here? How did they all get here?

"Something ain't right here," Applejack murmured to Twilight, though Applebloom and Zecora heard. "Ah can't quite put mah hoof on it, but Ah think there's somethin' wrong with these ponies. I don't know what jus' yet…"

This happened last time, but there was a piece missing. What happened to the part where they ran here after that filly? Did anypony else notice? It didn't seem that way. Was Applebloom the only one affected by… whatever it was that just happened? She felt that the watch around her neck had become hot. Did that have something to do with it?

"Agree with Applejack I must. There is something wrong, this place I don't trust."

Twilight glanced around, noticing that Rarity and Sweetie Belle had began conversing with the Ponies of Sunny Town. "It's strange that there's a town here that no one's ever heard of, but they seem nice. Let's mingle, make some friends, and ask for directions to Ponyville. Who knows? Maybe I'll get a friendship report out of this," Twilight stepped over to a mare looking dreamily in a rather vague direction.

Applebloom glanced around, noticing the position of the sun. It was way higher in the sky than last time. If that was the case, and all this was still happening as before, than time was a lot trickier than Applebloom first imagined.

"Applejack," Zecora said, "I'm sure you can feel it, a bad omen hangs over this town. We must leave before it becomes sundown."

Applejack sighed, contemplation in her features. "Ah'd like tah agree with ya, Zecora. But ya know yer supposed tah be respectable tah all ponies, even if they ain't exactly respectable back. Remember what happened with ya when Ah was too lunkheaded tah try an' meet you face tah face?"

Of all the times to remember Twilight's friendship lessons, it had to be now.

Zecora chewed her lip, not sure how to respond.

"Let's find that filly," Applebloom said with newfound determination.

"'Zactly what Ah was thinkin'," Applejack agreed before turning around to walk further into town.

Zecora leaned her head down close to Applebloom. "What are you doing, young filly? This suggestion you made seems quite silly."

"That grey filly knows something," Applebloom hissed back. "We need to find her."

They began to follow Applejack, the two of them wary of the bright and sunny world around them.  
>Applebloom's thoughts drifted to the missing chunk of time. What had happened? Why had she skipped ahead? Why was that piece of her memory missing?<p>

… Wait. It wasn't missing. Applebloom did remember running after the filly. She specifically remembered Grey Hoof giving Zecora a very unfriendly look. But then why did it feel like she wasn't actually there? Bah, this was so confusing. No time to waste thinking about it. Applebloom was back in the cursed town. If she wanted to stop this, she'd have to take the fight to them. Somehow.

"Ya'll can smell it, right? Ah don't know how, but you can smell the curse."

Zecora nodded. "Yes, I could smell if from afar. A scent like that of a spiritual scar. But this one is deeper than any I've seen before. Something besides evil has happened here, something more," Zecora took a few gentle whiffs. "Indeed, that filly is the source of it all. I'm surprised this power can be in one so small. The others will not believe in what the eye cannot see. Stopping this will be up to you and me."

Applebloom followed Zecora and Applejack, warily looking around at the friendly earth ponies that surrounded them. They were all in the exact same places in the exact same positions doing the exact same things. Why would that be if they were here early?

There was that pony that had lost his gift for his fillyfriend. Applebloom had to consciously tell herself not to help him. She had wasted quite a bit of time when she looked for that ruby before.

Applebloom stopped. Ruby? Wasn't that what that filly called herself? Was this a coincidence?

"Hey, Applejack, Zecora. Ah need ya tah come with me fer a second."

"You go on with Zecora," Applejack said with a small wave. "Ah got some investigatin' to do.

_-tick-tock-tick-tock-_

"My ruby!" the stallion shouted, grabbing the stone. "Oh, thank you so much!"

"Wasn't a problem at all, sir," Applebloom said just a little too kindly. The stallion got up to leave. "Hold on there a moment," Applebloom said, stepping in front him. "Speaking of rubies, Ah heard there's a filly around here called Ruby. Do ya know anythin' about her?"

"Ruby? Yeah, I know her. Sweet kid, but a bit of an oddball. She and her mom live on the edge of town. She'd probably get along perfectly with you," he pointed a hoof at Zecora, earning a slightly miffed glare. "See you all later then."

Zecora huffed a bit. "Well, a little rude, but the point was understood. To understand more, find that home we should."

"That's where it started," Applebloom said with more force than she meant to. "Everythin' was normal until Ah looked in there. Maybe if we don't go in, nothing will happen."

Zecora shook her head. "That isn't how this magic works. Your plan won't do, I know it irks. We must gather more knowledge before the light is gone. We must discover what, in this town, went wrong. You see how they act so normal, unaware of what they hide. They have no idea what has befallen them, that a curse even here could reside."

Applebloom gulped. She didn't want to go back there. But she trusted Zecora. She needed to. "Ahright. Follow me."

The town looked so festive. Applebloom almost didn't believe that the first time happened. However, the watch she wore, Zecora's troubling words, and the fact that everypony around them was a blank flank was evidence that there was something malicious going on. The resident ponies gave Zecora unfriendly looks and shied away from her. All the better; they didn't need anypony getting in their way.

"The darkness grows," Zecora murmured as they stepped into the poorly illuminated grove. "Of our presence, I am sure it knows."

"Zecora… in that story ya told me-from the time before-you said that yer friend did in his teacher. Is that what always happens?"

Zecora seemed lost for a moment. Talking about her secret when she never even revealed it (as far as she knew) was disorienting. "The usual cause in an unjust crime. I'm sorry… it's hard to believe you traveled through time. What did you see the first time through? And how is it that the one to do it again was you?"

"It's all happenin' the same way, 'cept you didn't come with us, an' we got here way later," she decided not to mention that she was the one who hid the books. "Everythin's almost word for word 'less Ah do somethin' different. Ah even found that ruby, only this time I knew right where it was."

"Was Sweetie Belle already at the house before you? Because she seems to be here too."

Apple turned her head to see Sweetie Belle operating a crank for a well that was next to the dark house. She lifted a bucket out and used her teeth to pull out a key.

"Sweetie!" Applebloom cried out as she ran up to her friend. "What are you doing here?"

"Looking for you guys," Sweetie Belle replied after putting the key in her hoof. "I couldn't find anypony after Rarity walked off somewhere. That filly we saw before told me they were in this house, but the door was locked so I had to go find the stupid crank in that dumb warehouse to get the dumber key out of this well. And, well, here I am."

Applebloom furrowed her brow in confusion. She didn't have to bother with that last time. Last time, though, she had been preoccupied with other things. Had Sweetie Belle already walked in by the time Applebloom came around?

It didn't matter. The past (or lack thereof) wasn't important. What mattered was here and now. "Come on then. Let's see what's inside?"

With a click the door opened, showing the dark and nearly empty room. Zecora took in a large whiff of the air. "The source is close and near. Both of you remain calm and have no fear. For once fear enters your heart, the real nightmare will start."  
>Sweetie Belle looked confused and shivered. "What the heck are you talking about? It's just an empty cabin," she stepped closer to the fire. "There isn't even anything here. Just a fire… a…" Sweetie's eyes widened as she gazed into the fire.<p>

Zecora's eyes did as well. "Oh my… tamu mungu..."

The room suddenly became dark. How could this be happening? It was still hours until-

Applebloom's watch vibrated. She felt it, wondering what was happening. She opened it and gasped. The hands were moving much faster than they were supposed to. They jerked to a stop at 11:30 P.M.

Well past when the sun went down.

Sweetie Belle shrieked and ran away, crashing into the wall before finding the door.

"Stop!" Zecora called out. "We must stay together! If you go out there you'll be trapped forever!"

"No…"

Applebloom's heart was beating slow, but hard. It hurt her ears. She felt like her chest was going to explode. It was happening all over again.

"No, no, no, No, NO, NO, NOOOO!" Applebloom screamed, tears running from her eyes. She flailed about, utterly lost. What now? What could she do anymore? She had failed, failed her friends, and failed her sister.

Zecora grabbed Applebloom in a tight embrace, allowing Applebloom to cry as hard as she needed. "Yes, my child, let loose the tears. I understand all of your fears."

She cried and cried and cried some more. "Ah failed everypony Zecora! Ah knew what was gonna happen and Ah couldn't stop it! Everypony's gonna… gonna…" She cried out again.

Zecora rubbed the filly's head, wishing against all hope that she could do something. "Applebloom, I do not blame for crying. But you must get up and keep on trying. It is too late to help our friends, alas. But maybe if you did it once, you can again return to the past. Tell me how you did this feat. If you can try once more, than we are not beat."

Applebloom sniffed and tried to stop her sobbing. She held the watch up and stared intently at the three in the face. "The  
>Pony of Time helped me before. Maybe Ah can get him to do it again. Ah met him outside town in the forest."<p>

"Then beg for his help we shall. Come, in this town we should not dwell."

"Light," Applebloom said as she pulled away. "They can't stand light. Ah got some candles with me we can use."

Zecora nodded and she helped Applebloom light some candles. The two made their way through the darkened woods with light in hoof.

"How did they do this, Zecora?" Applebloom asked. "How could they send us forward in time like this?"

Zecora raised a brow at this. "How do you know they sent us past dusk? Surely you can't smell the horrible musk."

"This watch keeps perfect time… Ah think. It showed me that we went forward."

Zecora nodded. "Very well, you are right about our movement, but not about 'they'. Only one sent us forward, she moved us through the day."

Applebloom gulped, fear tightening her chest. "Only her? She's the one makin' the undead ponies?"

"There is much more to it than that, much more. As you know, a curse like this requires hatred and unjust at its core. The filly is the source, but not behind all you have seen. Oh my soul… such catastrophe… what could this mean?"

They reached the town, and Applebloom began to hyperventilate. It wasn't any less terrifying the second time. Everything was again dead and ruined. Even the trees that enclosed the town were rotting away.

Zecora gave Applebloom an encouraging nuzzle and they began to walk.

THERE WAS NO OTHER WAY

"Be silent, Applebloom, less you'll face certain doom."

SHE WOULD HAVE SPOILED THE PARTY

Applebloom wobbled. The evil in that voice…

"Who would have spoiled it?" Zecora asked as their walk became a trot. "What do you speak of, wondering spirit?"

There was no reply from the darkness. Zecora sniffed. "Idle thoughts. Lingering hate. What could have put them in this state?"

Applebloom tried her best to wrangle her nerves in. It was taking everything she had not to run away and leave Zecora there.

Then one of them rose. It rose out of the ground. A horrifying mass of-

Sweet mercy.

-rotting flesh and disjointed bones that came together to form a vague pony shape.

But it wasn't pony. Not anymore.

Oh… Applebloom could smell it. She immediately puked.

SHE GOT THE MARK. SHE HAD BEEN CURSED.

IT HAD BEFALLEN HER THIS VERY NIGHT. SHE HAD TO GO.

Zecora seemed much less shaken by the creature. "What mark? Who had to go? Tell me so that I can know."

It hissed and backed away from them, hurt by the light.

"Let's jus' go," Applebloom moaned, her throat burning. "They won't talk to ya."

Begrudgingly, Zecora conceded and they continued through the town. The same one as before – the one with the beating organs – rose up to glare at them.

PLEASE... STAY WITH US. WE WON'T LET THE SAME THING HAPPEN TO YOU. YOU'LL BE SAFE... LIKE YOUR FRIENDS.

Another came out, except it walked out from behind a crumbled well. Applebloom felt the urge to cry again.

IT'LL BE FINE. WE'LL BE SAFE NOW. COME HERE...

They stayed in place, unable to come closer to the light.

LET ME TOUCH YOU.

"Twilight Sparkle, for you my heart is sore. Come, child, we mustn't linger anymore."

They continued at a slow pace. More and more arose from the ground but would not move too close to their light.

And then the unthinkable happened. One that was mostly a solid piece ran forward and rammed into Zecora, knocking the candle to the ground. It stamped it out.

"Zecora!" Applebloom yelled.

"Yaaaarrr!" Pinkie Pie screamed, jumping in between Zecora and the thing as she waved her flashlight around like the maniac she was. "You want her! You'll have to go through me!"

"Pinkie!" Applebloom shouted, a spurt of relief washing over her. The things hissed in fury as the beam from the light hit them. What was left of their skin sizzled and burned.

"Get away from them!" Applejack shouted, running into the things and bucking them into pieces.

Applebloom wondered why Applejack hadn't brought that helmet that could hold candles. And then she remembered… She never told her she was bringing them!

Applejack fell to the ground, too weak to fight any longer. "Zecora… they didn't bite ya, did they?"

Zecora, who had recovered from being struck down, answered back, "No, I was not bitten. Looking at you, I can tell you are stricken."

"Get mah sister out of here…" Applejack said, hiding her eyes with her hat. "Get her away. Don't let her see me become one 'a them."

Zecora looked at the amassing things, then at the candle that had been stomped on. That feeble light would not be enough to protect them. She had only one choice. "Applejack… I will give my life to protect your kin. Applebloom, you are our only hope, the one who can still win. Remember the past, Applebloom, the past is the key. Now, goodbye, Applebloom, once I am done, you must flee."

"Done with what?" Applebloom cried out, tears once more falling from her.

Zecora closed her eyes and immediately snapped them back open. They had become yellow lights that pierced the darkness. "**Mimi kutoa maisha yangu kulinda rafiki yangu. Mwanga kwa kutuma giza mbali. Nguvu kama jua na upendo wangu**," Zecora's whole body became engulfed in light, and Applebloom had to shield her eyes from the sun like glow. An amass of hissing filled the town. When it stopped, Applebloom opened her eyes to find the land lit up.

Everything was gone. The things. Pinkie Pie. Zecora. Applejack… all gone. Above her an orb of light shone down making the town look as though it was in the daylight.

"You cheated." Applebloom gasped and turned around. Ruby was there, eyes hidden by her golden mane.

"You!" Applebloom shrieked, running at Ruby with murderous intent. She lunged at her and passed right through.

"That's not fair. You get to try again. I didn't get to try again…."

"What the hay are you ranting about!" Applebloom shrieked. "Mah friends are gone and it's all your fault!"

Ruby slowly turned to Applebloom and pushed her mane away. Her eyes weren't what Applebloom expected in the slightest.  
>They were yellow and softly glowed, even in the mock sunshine. "Everything is my fault, isn't it? Everything… even mommy dying."<p>

Applebloom was taken aback at this. Ruby sounded so sad. Monsters weren't supposed to be sad.

"Go ahead and leave. Go try again. In the end, you won't win. Helping ponies is useless. They'll just hurt you. Even if you save them, you'll be all alone like you are now," Ruby began to fade away.

"Wait!" Applebloom yelled, but it didn't do any good. The spirit disappeared into oblivion. The watch Applebloom wore gave a small chime and she opened it up.

Midnight. The day was officially over. That had to have been significant, but Applebloom was too dead inside to notice.

But she still had hope. It wasn't over yet.

_-tick-tock-tick-tock-_

Applebloom sat in the darkness, her tears run out. She listened patiently, praying just as hard as she had the first time.

Help… please… help me once more.

It all happened again. The air froze. The wind stopped. Noise vanished without a trace. The darkness began to creep in.

Tick…

Tock…

Tick…

Tock…

Applebloom released a breath she hadn't realized she was holding. As terrifying as the night had been, nothing scared her more than the thought of Time Dancer not returning.

Tick…

Tock…

Tick…

Tock…

The mechanical Alicorn stepped out from the darkness, appearing the same as he did before, still as intimidating and cold.

Tick…

Tock…

Tick…

Tock…

It stopped in front of her. And sat down with a heavy 'thud'.

Applebloom gulped. "Hello," she rasped out of her sore throat. What she wouldn't give for some water. "Do you remember me, Time Dancer?"

Tick…

Tock…

Tick…

Tock…

Up, down, up, down. A nod.

"Ah messed up. Ah couldn't do anything. Please, Time dancer, give me another chance. Ah know Ah can save mah friends."

Tick…

Tock…

Tick…

Tock…

Up, down, up, down. Another nod. The watch around Applebloom's neck flashed briefly. She held it up and gasped at the face.

In place of the large three, there was now a two.

She only had two more chances.

"Two? That's all Ah get?" She panicked at this knowledge. Sure, she was thankful to get even the one chance. But to know for sure there was a limit? It was torture.

Time Dancer raised its hooves-

Tick…

Tock…

-Over the tarnished tribal drum. Applebloom waved her hooves frantically.

"Wait, wait! I need to know more! I have more tah ask ya!"

And then it played. A steady beat.

Tick…

Tock…

Tick…

Tock…

Tock…

Tick…

Tock…

Tick…

Applebloom's head began to ache. This sound was incomprehensible.

Tock…

Tick…

Tock…

Tick…

Everything began to swirl and blur into gray. The watch became hot and burned her. The pull of being sent to the past engulfed her being.

Tock…

Tick…

Tock…

Tick…

And then Applebloom woke up.

* * *

><p>Questions? Coments? Reviews? Leave them all and I'll answer... this time.<p> 


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